Possible goals of changing the business ownership structure. Business ownership structure through the eyes of an investor

As a business grows and develops naturally, a commercial enterprise sooner or later faces the issue of streamlining its organizational structure. This often happens at a stage when the existing business is already beginning to lose control or, at least, efficiency. However, the most far-sighted entrepreneurs think about reorganization in advance.

As a rule, we are talking about the fact that it is necessary to create an integral holding structure from one legal entity that has outgrown its natural boundaries, or from a set of disparate organizations. A holding is a vertically integrated association of legal entities interconnected by relations of economic subordination (usually realized through ownership relations). Due to such subordination, the entire structure as a whole is manageable, but at the same time it is possible to ensure the relative independence of its individual elements, necessary for the economically efficient operation of the system.

If we are talking about a purely domestic enterprise, all elements of the structure being created will be Russian organizations. However, if there is a foreign element in the business (for example, there are foreign suppliers, buyers or owners), then the task arises of building an international holding structure, that is, consisting not only of Russian, but also of foreign legal entities. This article focuses specifically on international holdings. The functions of both Russian and foreign organizations can be very different: production, sales, marketing, financial, and finally, the actual ownership functions.

The task facing the management of the reorganized business is divided into two parts: to “design” the holding structure that they would like to see as a result of the reorganization, and then to plan and implement measures to transform the existing structure into the desired one. Let us note that the second task can be no less complex than the first: sometimes the ownership relations between the elements of the structure that arose as a result of “natural evolution” are so confused that no reorganization of the system is possible in principle. In this case, it remains to follow the example of Alexander the Great, who cut the Gordian knot: liquidate all existing organizations and create new ones from scratch on the basis of the received property. However, in this article we will mainly consider issues related to the first stage - the design stage.

Goals and objectives

Before you start development holding structure, It is absolutely necessary to abstract from current business problems, no matter how serious they may be, and look at the issue from a bird's eye view. This means that the initiators of the reorganization must clearly formulate, including for themselves, the goals and objectives for which the reorganization is being undertaken. The entire large-scale structure of the future holding significantly depends on the tasks identified at this stage. As a rule, the main tasks for the solution of which a holding is created are the following (all or some of them).

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

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

Priorities and limitations

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

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

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

Technical task

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

Such a technical specification, in addition to the above-mentioned “bird’s eye view,” should contain fairly detailed information about the current state of affairs of the holding and prospects for the future, as well as specific requirements for the structure being created as a whole and for its individual elements. So, in order to plan the optimal structure of the financial flows of the holding company being created, it is necessary to know, at least in general terms, what these flows are now: in connection with what types of activities and from which groups of counterparties the income is received, for what needs and in favor of which suppliers the expenses are made, what part of the profit goes for reinvestment, what part is distributed in favor of the owners, what is the volume of borrowing, etc. To reduce the tax burden, you also need to understand the essence of the business being conducted in order to understand what mechanisms of legal tax minimization are applicable in this case. To optimize management and control, it is necessary to understand to what extent the central management intends to provide freedom of action to the heads of individual divisions of the holding (or, conversely, to limit their powers). To develop an optimal ownership structure, you need to know how many owners the holding currently has, what the nature of the relationship between them is (and what it may become in the future), whether it is planned to attract additional investors and on what terms. To develop mechanisms for protecting assets, you must first decide from whom or what to protect yourself from: the machinations of competitors, destructive actions of minority shareholders, unfounded tax claims, etc.

Only after answering these kinds of questions does a sound basis emerge for starting work on planning the actual corporate structure of the future holding, that is, determining what legal entities it will consist of and what relationships these entities will have with each other.

The assignment must also reflect the time aspect, that is, the expected dynamics of business development (in the short, medium and long term): expected changes in financial flows, shifts in priorities, etc. This will allow us to draw up a specific time schedule for the reorganization.

Components

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

Production.
Marketing.
Sales of finished products.
Supply of raw materials and supplies.
Financing of holding divisions.
Ownership of shares (stakes) in other holding organizations.
Ownership of intellectual property (and accumulation of royalties).
Management of other holding organizations.
Providing services to other holding organizations (legal, accounting, provision of personnel, etc.).

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

Responsibility centers

Holding structure in a corporate sense (what legal entities it consists of) should be distinguished from its organizational structure in a managerial sense. In this latter sense, the elementary cells of a holding are not legal entities, but so-called responsibility centers. A responsibility center is an organizational unit headed by a manager (responsible for its activities). Often this organizational unit coincides with a legal entity (then the manager is the head of such a legal entity), but not always. Thus, one manager can control the activities of several legal entities at once, which are only formally independent; then they constitute one center of responsibility. And, conversely, several responsibility centers (for example, several branches or divisions), headed by different managers, can coexist within one legal entity.

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

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

You should be aware of some conventions of this classification: after all, a unit can perform several functions at once; then the activities of his manager will be assessed not so straightforwardly, but according to one or another complex criteria. Moreover, in modern management theory, a business process is often considered as a single whole, without splitting the enterprise into organizational units; then the efficiency criterion is a certain norm of deviation of the business process from the pre-calculated optimum. However, for simplicity of presentation we will use the given, albeit somewhat old-fashioned, classification.

Standard project

Despite all the words said above about the diversity of existing goals and methods for achieving them, the corporate and organizational structure of all holdings is largely similar. Moreover, one can even imagine some ideal “standard project” of a holding company, which has a more or less universal character. This does not mean that this project is suitable for absolutely everyone, but it can become a starting point, a basis for “tailoring” it to a specific situation. Of course, such a project is inevitably of a “large-scale” nature, that is, it describes the structure of the holding only in general terms. The details are determined by the specifics of this particular business.

Let's try to depict the large-scale structure of such an “ideal holding” in the form of a set of graphic diagrams. We will consider not a purely Russian, but an international holding, that is, consisting not only of Russian, but also foreign organizations.

Ideal holding: ownership structure

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

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

Secondly, the tree-like ownership structure. This means that the ownership diagram has the form of a “tree” (upside down, if you follow our figure): from each node of the diagram several “branches” can emanate, ending with nodes from which, in turn, “branches” can emanate. The tree structure means there are no ownership cycles (when companies mutually own shares in each other) and “free-standing” branches (without connection with the rest of the holding). At the same time, all the property interests of the holding owners are concentrated at the highest level, that is, in the parent holding company (in our example, foreign), but not in individual divisions of the holding. This is the so-called “single share” principle.

Exactly like this the structure seems optimal from the point of view of ensuring end-to-end control of the owners over all structures of the holding (we will talk about control issues later). It most closely complies with the principles of transparency of ownership (which is necessary for investment attractiveness) and ensures a natural settlement of the interests of all co-owners of the holding (at the level of the statutory documents of the parent holding company).

It should be noted that real-life holdings almost never have an ideal tree structure. On the contrary, the subsidiaries of a real holding are often connected by a complex network of mutual ownership relations, many of them have shares of minority shareholders independent of the holding, etc. The reasons for this are usually various historical events and tactical considerations, but sometimes also the selfish interests of managers who are not interested in the transparency of the holding or in establishing effective control of the owners over their activities. Such a confusing ownership structure is fraught with loss of control and conflicts within the holding. The holding also becomes more vulnerable to external attacks through lawsuits from minority shareholders. In view of this, the tree structure of the holding should be considered truly ideal and should not deviate from it without sufficiently serious reasons. True, tree structure in the absolute sense cannot be ensured: according to the Russian Civil Code, a company with a single participant cannot be the only participant in another company. Thus, corporate chains with 100% ownership are generally unfeasible (within the Russian Federation, at least). This problem, of course, can be easily solved by introducing into the scheme “technical” minority shareholders who own, for example, one share of the company out of a thousand. It is important, however, that this minority shareholder is not independent of the management of the holding, since, despite his tiny share in the capital, he receives quite tangible opportunities for destructive actions in relation to the holding as a whole (in particular, according to Russian legislation, such an independent minority shareholder usually has the right to approve so-called interested party transactions).

Let us consider in more detail the individual elements of the above ownership scheme. The property basis of the holding consists of its production assets, which are owned by individual production organizations. In the case of a multi-profile holding (for example, some enterprises specialize in construction, and some in mechanical engineering), it is advisable to group the ownership of enterprises of each profile in a separate unit - a sub-holding, rather than concentrating the shares of all organizations in the ownership of a single holding company. In particularly complex cases, a more multi-level structure can be created. This “multi-story structure” is dictated, in addition to the above-mentioned considerations of control and transparency, also by the fact that a holding structure structured in this way allows for the painless alienation of part of the business through the simple sale of shares of the sub-holding, as well as attracting an external investor into a certain sector of activity through an additional issue of shares of the sub-holding (although the latter and is undesirable, as discussed above, from a control integrity perspective).

Typical for industrial holdings is the creation of a separate trading (sales) organization. Transactions with the outside world through a specialized organization are determined not only by considerations of distribution of responsibility and control, but also by the needs of managing financial flows. The use of the transfer pricing method in transactions between production enterprises and a trading organization is a powerful means of redistributing finances within the holding company (we will talk about the tax aspects of this method later)

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

The main element of the Russian part of the scheme is the Russian holding company. Theoretically, it would be possible to do without it by transferring shares (shares) of all Russian divisions directly to a foreign holding company. However, as a rule, the presence of a Russian holding company in the scheme is extremely desirable, and for several reasons. Firstly, the tax legislation of the Russian Federation allows for a tax-free transfer of funds from a parent company to a subsidiary and vice versa (if the share in the capital is more than 50%). However, when transferring funds to a foreign parent company, this rule does not apply. As a consequence, the tree structure of the holding allows the transfer of financial resources in a tax-free manner from any Russian element to any other Russian element, but only if the parent Russian holding company is present in the scheme. Secondly, the presence of a Russian holding company consolidates the Russian assets of the holding, which allows, for example, to attract loans from Russian banks on more favorable terms.

As for the foreign part of the holding, in principle, its structure can be very diverse, including, for example, foreign manufacturing companies, etc. However, for holdings with Russian roots, it is more typical to transfer only certain auxiliary functions abroad. In particular, companies are often created abroad to ensure the purchase of goods (raw materials) and the sale of the holding’s products. The principle of their operation is similar to the principle of operation of similar Russian units. In addition, companies are often created abroad to ensure ownership of the holding’s intellectual property (trademarks, patents, copyrights), as well as financing companies whose purpose is to finance the holding’s Russian enterprises through a loan mechanism. The country of incorporation of foreign divisions of the holding can be chosen with a significant degree of arbitrariness and is often determined by tax considerations.

The main element of the foreign part of the holding is a foreign holding company that owns shares (stakes) of the Russian holding company. The need to create a foreign holding company may be determined by various factors. If the holding has serious foreign assets or a significant part of its business is conducted abroad, then the most important function of the foreign holding company is the consolidation of all assets of the holding, both Russian and foreign. If a large foreign investor participates in the holding, it may be desirable for him that the relations between the co-owners of the business are regulated not by Russian corporate law, which is not very clear to him, but by the corporate law of his home country or another country with similar legislation. However, Russian co-owners may also prefer foreign corporate law. Let us remember, for example, that at one time (1997) a Cyprus consortium was created with the participation of both Russian and Western investors to privatize Svyazinvest. Finally, a foreign holding company can, by mediating the ownership of shares in Russian enterprises, solve problems of asset protection or simply perform image functions.

The foreign holding company is the final node of the entire holding structure; the elements following it (intermediate instruments of ownership) are no longer divisions of the holding itself, but only mediate ownership of the shares of its parent company. Such instruments can be various types of offshore and non-offshore companies, trusts, foundations, etc., for which shares of the parent holding company are registered, if for one reason or another they are not registered in the own name of the final beneficiary - an individual. In this case, control of the parent holding company is exercised by the beneficiaries through mechanisms of control over their individual ownership instruments.

Ideal holding: structure of financial flows

The arrows indicate the main financial flows of the holding.

3 – purchases from external suppliers

OU – payment for services (management, etc.)

P – sales of products to external consumers

R – royalties for the use of intellectual property

RWP – settlements for internal supplies (within the holding)

RP – profit distribution

F – financing

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

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

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

The company that owns the intellectual property transfers its profits to the parent foreign holding company.

The parent foreign holding company can use the funds received to finance the Russian part of the holding. Due to tax considerations, it is advisable to make direct contributions to capital, as well as replenishment of funds, etc. from the holding company itself, and financing in the form of loans through a separate financing company (or a composite structure of several companies).

Finally, the final chord is the distribution by the parent holding company of the remaining profit at its disposal (all or part) in the form of dividends to its shareholders. If a beneficiary owns shares through a pass-through vehicle, he has the choice of taking the money into his own accounts or leaving it temporarily in the pass-through accounts, which could have personal tax implications.

Ideal holding: tax structure

The issues of taxation and tax optimization of holding operations are extremely complex and cannot be discussed here in any detail. We will provide only a schematic representation of the main tax payments of an international holding. Russian holding organizations pay all Russian taxes in the usual manner: income tax, VAT, property tax, unified social tax, etc. The issue of optimizing the taxation of the Russian part of the holding should be considered in conjunction with the general optimization of financial flows, while it is necessary to take into account some specific provisions of the tax legislation of the Russian Federation and the position of the tax authorities. Thus, the transfer pricing method can, in principle, serve not only for the redistribution of finances within the holding, as discussed above, but also for tax optimization purposes. However, one should keep in mind the provisions of Art. 40 of the Tax Code of the Russian Federation, limiting the tax benefits of transfer pricing, as well as the concept of an “unfair taxpayer” and the sad fate of YUKOS.

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

Russia has concluded one of the most favorable tax agreements with Cyprus, which not least explains the fact that Cyprus has become a traditional offshore base for Russian business. This means that structures such as an ultimate holding company, a financing company, and an intellectual property company are often created in Cyprus. However, other options are also used: the Netherlands, Luxembourg, Denmark, etc.

At the same time, trading transactions (including settlements for internal supplies within the holding) are not subject to withholding tax in Russia. This means that companies from “classical” offshore jurisdictions (British Virgin Islands, etc.) can usually be used as trading and purchasing companies, since there is no need to have a tax agreement with the Russian Federation. At the same time, one should also keep in mind the “anti-transfer” provisions of the Tax Code of the Russian Federation (Article 40).

Further, foreign companies themselves are subject to taxation according to the laws of the country of their registration. For “classic” offshore companies this taxation is zero, but for other foreign elements of the scheme the tax issue deserves the most careful consideration. Note that in many European jurisdictions the law provides holding companies with certain benefits, namely, tax exemption for dividends and capital gains they receive. This explains the possible use of such companies as the head element of a holding.

But for companies that own intellectual property or engage in financing, no benefits are usually provided. In this regard, the issue of optimizing their taxation is acute, for which composite structures are widely used. This means that the rectangle in the diagram may represent not one legal entity, but one or another composite structure: for example, a company in the Netherlands Antilles may own the intellectual property, but licenses to use the intellectual property will be issued through a specially created Dutch company (such a diagram is more rational from a tax point of view).

When foreign companies distribute dividends to their shareholders in the country of registration of the company, they may, just like in Russia, be charged withholding tax on dividends. If, when paying dividends from one taxable country to another taxable country, the withholding tax rate is usually reduced by an international agreement between these countries, then when distributing dividends to various types of offshore structures (including “intermediate ownership instruments”), the issue of minimizing withholding tax arises extremely acute and has no clear solution. Thus, dividends distributed by a Swiss holding to its shareholders - offshore companies - are subject to withholding tax at a rate of 35%.

Finally, the beneficiaries of the holding who receive income from its structures are subject to taxation on their income under the laws of the country of which they are residents. Thus, in Russia, personal income tax is levied, as is known, at a rate of 13%, and if this income represents dividends - 9%. Let us note that the legislation of many developed countries of the world provides for the possibility of taxation as part of the income of residents even of undistributed (in the form of dividends) income of foreign companies, if the latter are controlled by these residents. In Russia, however, this does not exist yet. Thus, only the amount actually transferred to the beneficiary - a Russian citizen (no matter to Russian or foreign accounts) will be taxed.

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

Ideal holding: organizational (managerial) structure

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

CD – income center.

CR is a cost center.

CPU is a profit center.

CI is the center of investment.

As you can see, the control structure largely replicates the ownership structure, although not completely. In principle, the ideology of building the corporate structure of the holding was precisely that it correspond to the maximum extent to the management structure. This makes it possible to naturally regulate relations between management at various levels on the basis of corporate legislation. For example, the general director of a Russian holding company, as the legal representative of the sole shareholder of a specialized subholding, has the right to appoint and remove the latter’s general director.

However, when a management company is created within the holding, the correspondence between the corporate and management structures is somewhat disrupted. The management company is given control over all or part of the holding's divisions, which may be desirable for reasons of integrity and efficiency of control. At the same time, she is not (more precisely, not necessarily) a shareholder or participant in the holding divisions managed by her. However, in essence, the Russian holding and the management company constitute a single center of responsibility (its type is an investment center). Often the holding company itself is the management company, that is, a separate legal entity is not created to perform this function.

Ultimately, the entire created structure is controlled by the beneficiaries of the holding. It should be noted that the more “multi-story” the structure of the holding is, the more indirect the control becomes, the more powers actually go to the managers (the Russian part) of the holding. In particular, if there are minority shareholders on the “top floor,” then their ability to influence the substantive part of the business is less, the more “floors” the holding has.

Finalization of the project

The considered standard holding project needs further refinement depending on the tasks set in a particular case. Actually, this is precisely the task of restructuring consultants.

First of all, you should decide on the corporate structure of the holding, that is, throw out the elements that are unnecessary in this case (for example, a financing company is not needed) or add the missing ones (for example, another “floor” of sub-housing companies is needed). It is also necessary to select the optimal organizational and legal forms of the legal entities being created, and for foreign companies, also the country of registration. At this stage, considerations of investment transparency and asset protection play an important role.

Next, you need to plan the absolute value of financial flows, based on the specifics of the business, as well as tax considerations. There is quite a significant freedom of maneuver here: for example, the holding’s profits can be redistributed both through dividends and through the transfer pricing mechanism. In general, this problem is a complex optimization problem, but in specific situations it often has more or less obvious solutions.

Finally, the most important part of finalizing the holding project is the creation of its organizational (managerial) diagram. If the large-scale structure depicted in our figure is more or less universal, then the development of a “microstructure” of management is a purely individual task, solved in each case separately, based on specific conditions and requirements.

The task of the founders of the holding (or their consultants) is to, by varying free parameters (relative amounts of financial flows, forms of legal entities, provisions of their statutory documents, etc.) achieve maximum compliance of the entire structure with the requirements stated for it (integrity of control, tax optimization, etc.).

Russian part and foreign part

Let us note the significant differences between the tasks solved when “designing” the Russian and foreign parts of the holding. If for the Russian part the key considerations are, as a rule, the integrity of control, optimization of finances and investment transparency, then in the foreign part the considerations of formalizing relations of ownership and protection of assets, as well as tax considerations, usually come to the fore.

Thus, one of the most important problems in developing the Russian part of the holding is the task of ensuring control of central management over the actions of lower-level managers (in particular, heads of production organizations). Its solution uses such techniques as limiting the powers of the manager by the statutory documents of the division, appointing a management company as the sole executive body of the division (with the issuance of a power of attorney to the actual manager), etc.

In the development of the foreign part, a characteristic problem is the choice of optimal jurisdictions for creating the parent holding company and other foreign divisions of the holding. Often this choice is determined purely by tax considerations (for example, a foreign trading company is usually created in some “classical” offshore zone, and a company for owning intellectual property is in a country that has a favorable tax agreement with Russia). When choosing the country of registration of the parent holding company, the peculiarities of the corporate legislation of this country are of no small importance, since they regulate the relations between the owners of the holding, the rights of minority shareholders, etc.

Conclusion

In conclusion, we emphasize once again that the considered “project” of the holding is not completely ideal, but combines various “types of ideality”. That is, it contains tools designed to solve various problems. If in a given case a particular task is not worthwhile, the presence of a tool for solving it may turn out to be useless or even harmful for solving other problems. Thus, instruments that accumulate profits in foreign structures reduce the investment attractiveness of the Russian part of the holding. Accordingly, the project under consideration should be treated purely creatively, as a cause for thought, and not as a dogma. Having made this reservation, we nevertheless return to the idea that the considered draft project is in many ways universal and represents a healthy basis for starting work on creating an international holding company. It is recommended to entrust the development of the project to the stage of technical documentation (statutory documents of the holding divisions, contract templates, etc.) to specialists.

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

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

When to resort to restructuring a company

The main goal of company restructuring is to bring the business system into a state that meets the owner’s demands. The difficulty is that owners often find it difficult to give a clear definition of their aspirations and in 99% of cases they want “a big green button - press and it’s done!”

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

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

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

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

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

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

Changing business infrastructure

Restructuring methods aimed at changing the business infrastructure are among the most difficult to implement. Contrary to popular belief, achieving the target state of business infrastructure is possible not only through M&A transactions (mergers and acquisitions) or changing the ownership structure. The same goal can be achieved by concluding strategic alliances and resorting to outsourcing (see. table 1). These methods have significant limitations that make them difficult to apply in Russia's dynamic economy. Here are the main ones:

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

Change of control system

With the help of the methods of this group, the principles of management within the company, technologies and methods of carrying out activities are revised. Powers and responsibilities are distributed in a new way, physical (measurable) benchmarks and the remuneration calculation system are revised. Conventionally, three types of methods aimed at changing the management system can be distinguished (see. table 2).

Unlike methods of managing business infrastructure, methods of restructuring management systems require the involvement of third-party consultants. Logically, if staff members had sufficient competencies and skills, then reengineering would not be required; specialists should have already carried out the necessary work themselves.

Disadvantages of indicative methods

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

Neglect of operational management. This is the second significant drawback of indicative models, caused by the fact that some employees begin to blindly believe in indicators. I oversaw the development and implementation of a balanced scorecard (BSC) at a leading financial services company. Despite the fact that the method is a strategic management tool, the company's management decided to extend its effect to the work of the entire company. As a result, at the third level of decomposition of indicators, the diagram of connections (formal and weakly formalizable) was something vaguely reminiscent of torn lumps of cotton wool. There were so many of these connections that on an A0 printout (120 by 130 cm), some of them could be identified with great difficulty. They tried to correct the situation with the help of a computing system built on SAP solutions, but this only worsened the situation. SAP offers good solutions, but in this case the system has become so complicated that the developers themselves no longer understand where they have what.

There is a danger of going too far when establishing an acceptable level of quality. Often, an expert method is used to determine quality criteria (on which statistical data processing for TQM and SixSigma is based). In other words, quality criteria are determined not on the basis of the consumer’s wishes (it’s expensive to find out), but on the basis of the opinions of authoritative production workers (it’s much cheaper to identify them - the experts are our own employees). Often these are people with a Soviet background who set quality standards so high that the costs of achieving them make production ineffective.

Disadvantages of organizational and technological methods

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

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

Disadvantages of humanitarian methods

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

Humanitarian methods require those who apply them to have high qualifications and iron will. Let me give you an example. In one of the manufacturing companies there was a personnel problem, not even a problem, but a disaster. People were absolutely not interested in their work. In the spring, workers quit and went to plant potatoes, and in the fall, after harvesting, they returned to the enterprise. The owner of the plant categorically refused to increase the wage fund and regularly changed the General Directors of the plant for failing to meet summer targets. A simple and very beautiful solution was found: employees of all four workshops of the plant received a new uniform, and each workshop had its own color. It was strictly forbidden to wear other clothes on the territory. The exceptions were management, guests (necessarily wearing white helmets) and employees returning or going to work. A month later, there was a strict distinction between “friends and foes” based on the color of uniforms, and labor discipline increased. The owner was extremely pleased: even in the city, people began to associate themselves with the plant. The material incentive fund has hardly grown, but the effect has been amazing. The work collectives themselves began to get rid of parasites and drunkards, and several qualified specialists returned to the plant. By spring, when it was time to issue a new set of workwear, the owner decided not to waste money and canceled the color differentiation of the team. In response, the workers created a united and tough factory union, which by the summer forced the owner to increase prices for work. A year later, the plant returned to its previous deplorable state: careless work, general sloppiness and social dependency, but now the interests of the workers, even the last drunkards, were protected. As a result, the plant was sold to a new owner, who dispersed everyone and set up storage facilities in all four workshops.

Always use common sense

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

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

Introduction

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

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

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

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

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

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

1. Structural transformations of enterprises and the need for them

Enterprise restructuring is understood as a process associated with changes in strategic concepts and fundamentally important strategic factors of activity.

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

The fundamentally important strategic factors, changes in which may be the basis for enterprise restructuring, include:

Selection of a new organizational management structure;

Change of management system;

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

The main tools for carrying out enterprise restructuring are:

Strategic analysis;

Selection of desired and achievable goals of the organization;

Development of a restructuring strategy.

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

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

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

At the same time, many different processes take place, but they serve one goal - bringing the enterprise to a new qualitative level. For example, the task of significantly increasing market share for a trading company simultaneously entails marketing tasks to find new locations and quickly launch retail outlets, changes in personnel technologies, and new financing and logistics schemes. And it is very important that the changes affect all these processes, otherwise the necessary balance will be disrupted and the company will not achieve the expected results.

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

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

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

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

The winding down of business lines may also require restructuring in order to properly close relationships with creditors, suppliers, clients, staff, etc., and this is not an easy process.

A non-commercial purpose of restructuring may be the departure of the owner from managing the company. To do this, it is necessary to structure the entire work of the organization differently and introduce hired management. It is no secret that if the company is managed by the owner, then many issues are resolved by him alone. When the owner leaves the post of manager, he must take care to leave a well-oiled mechanism that would allow effective decisions to be made without his participation, as well as create a mechanism for controlling his business.

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

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

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

The range of tools and methods that are used as part of restructuring programs is very wide. It includes simple activities and long-term complex programs. Moreover, in accordance with the direction and effectiveness of the impact, restructuring methods are divided for research purposes into internal and external.

External methods of restructuring involve the participation of factors and resources of the enterprise’s external environment when carrying out restructuring. Internal methods assume that the restructuring process is carried out at the expense of internal factors and resources of the enterprise.

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

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

I.I. Mazur and V.D. Shapiro identifies the following directions (options, methods) of restructuring, based on the criterion of “voluntariness” (“coercion”):

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

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

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

During reorganization: fragmentation, mergers, acquisitions, bankruptcy;

When restructuring a debt: deferment of debt, installment payment of accounts payable, debt, debt conversion, sale of debt obligations, purchase of debts, exchange of accounts payable for accounts receivable (offset);

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

The studies of M.D. are devoted to the consideration of external methods of restructuring. Aistova, based on the “coverage” criterion, the author identifies restructuring methods depending on the chosen strategies for expanding or contracting the business. As part of the expansion strategy, the author indicates: mergers, accessions, purchase of property, rental of property, leasing of property, privatization. As part of the reduction strategy: divisions, spin-offs, sales of property, reduction of equity capital, leasing of property, creation of a subsidiary, gratuitous transfer of assets, transfer of property to offset liabilities, conservation of property, liquidation of an enterprise.

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

Restructuring methods such as mergers and acquisitions, as well as technologies for their implementation, are discussed in detail in the work of J. Van Horn, J. Wachowicz, such as initial public offerings, purchase of assets, purchase of shares.

In addition to the above methods, corporate restructuring also includes: strategic alliances, sale of part or all of the company, creation of a subsidiary (spin-off), and leveraged acquisition (LBO).

Table 1. Methods for changing business infrastructure

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

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

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

2. Inadequacy of legislative regulation: lack of a satisfactory legislative framework, law enforcement practice, and publicly recognized mechanisms for implementing existing laws.

3. Criminalization of the economy.

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

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

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

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

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

Reorganization procedures include: external management of the debtor’s property; reorganization

Fig.1. External restructuring methods

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

Considering the methods of restructuring from the standpoint of the cost approach, we separately distinguish financial restructuring, within which the following areas are distinguished:

Vertical restructuring;

Horizontal restructuring;

Corporate restructuring.

Methods of vertical restructuring are: selling equipment and leasing it back; financing using securities; franchising; performing subcontract work; vertical disintegration.

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

Corporate restructuring is accomplished by changing ownership within the parent company. Corporate restructuring techniques include strategic restructuring techniques. Methods of corporate restructuring are: new forms of capital; seeking cooperation (within group companies or with other companies); sale of shares; providing employees with shares using borrowed funds; buyout of part of the company, or buyout of the company in its entirety; strategic merger or outright sale; complete liquidation or fragmentation;

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

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

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

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

As a positive example, we can cite the experience of restructuring at RAO Rosneftegazstroy (formerly the USSR Ministry of Oil and Gas Construction), a leading oil and gas construction company that built the entire powerful pipeline system of the country and, before the start of the Russian economic reform, was, in fact, a monopolist in the field of oil and gas construction. To carry out the restructuring, a special committee was organized from company specialists and external specialists.

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

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

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

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

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

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

Conclusion

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

First, restructuring problems can be solved directly at the micro level of the economy, i.e. individually at each enterprise, mainly through the targeted selection of strategic investors capable of providing the necessary capital and bringing modern management experience.

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

List of used literature

1. Aistova M.D. Restructuring of enterprises: management issues. Strategies, coordination of structural parameters, reducing resistance to change. - M.: Albina Publisher, 2017. - 287 p.

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

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

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

5. Mazur I.I., Shapiro V.D. Restructuring of enterprises and companies. /I.I. Mazur, V.D. Shapiro; Under the general editorship of I.I. Mazura. - M.: ZAO Publishing House “Economy”, 2017.

6. Tutunjyan A.K. Restructuring an enterprise in the transition to a market economy: problems of theory and practice. - M.: ZAO Publishing House “Economy”, 2016.

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

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

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

When to resort to restructuring

Main purpose of restructuring– bringing the business system into a state that meets the owner’s requirements . The difficulty is that owners often find it difficult to give a clear definition of their aspirations and in 99% of cases they want a “big green button - press and it’s done! " Since each case is unique, the range of goals and objectives that restructuring programs are designed to solve is, accordingly, enormous.

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

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

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

Changing business infrastructure

Restructuring methods aimed at changing business infrastructure, are one of the most difficult in terms of implementation. Contrary to popular belief, achieving the target state of business infrastructure is possible not only through M&A transactions (mergers and acquisitions) or changing the ownership structure. The same goal can be achieved by concluding strategic alliances and resorting to (see. table 1).

Table 1 - Methods for changing business infrastructure

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

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

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

Change of control system

Table 2 - Methodschangessystemsmanagement

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

Disadvantages of indicative methods

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

Neglectoperationalmanagement. This is the second significant drawback of indicative models, caused by the fact that some employees begin to blindly believe in indicators. I oversaw the development and implementation of a balanced scorecard (BSC) at a leading financial services company. Despite the fact that the method is a strategic management tool, the company's management decided to extend its effect to the work of the entire company. As a result, at the third level of decomposition of indicators, the diagram of connections (formal and weakly formalizable) was something vaguely reminiscent of torn lumps of cotton wool. There were so many of these connections that on an A 0 format printout (120 by 130 cm), some of them could be identified with great difficulty. They tried to correct the situation with the help of a computing system built on SAP solutions, but this only worsened the situation. SAP offers good solutions, but in this case the system has become so complicated that the developers themselves no longer understand where they have what.

There is a danger of going too far when establishing receptionrequired level of quality. Often, an expert method is used to determine quality criteria (on which statistical data processing for TQM and SixSigma is based). In other words, quality criteria are determined not on the basis of the consumer’s wishes (it’s expensive to find out), but on the basis of the opinions of authoritative production workers (it’s much cheaper to identify them - the experts are our own employees). Often these are people with a Soviet background who inflate quality criteria so much that the costs of achieving it make production ineffective.

Disadvantages of organizational and technological methods

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

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

The main goal of restructuring is to bring the business system into a state that meets the requirements of the owner. The difficulty is that owners often find it difficult to give a clear definition of their aspirations and in 99% of cases they want “a big green button - press and it’s done!”

Disadvantages of humanitarian methods

The main disadvantage is the high degree of social responsibilityemployer. Employees who are involved in preparing and making decisions, delving into the goals of the business and considering the company's problems as their own problems will not forgive their employer for neglecting their needs. This will be regarded as nothing less than betrayal. On the other hand, excessive social responsibility of the company and soft-spoken management can lead to passivity of personnel and social dependency.

Humanitarian methods require those who apply them to have a high level of skill.lification and iron will. Let me give you an example. In one of the manufacturing companies there was a personnel problem, not even a problem, but a disaster. People were absolutely not interested in their work. In the spring, workers quit and went to plant potatoes, and in the fall, after harvesting, they returned to the enterprise. The owner of the plant categorically refused to increase the wage fund and regularly changed the General Directors of the plant for failing to meet summer targets. A simple and very beautiful solution was found: employees of all four workshops of the plant received a new uniform, and each workshop had its own color. It was strictly forbidden to wear other clothes on the territory of the plant. The exceptions were management, guests (necessarily wearing white helmets) and employees returning or going to work. A month later, there was a strict distinction between “friends and foes” based on the color of uniforms, and labor discipline increased. The owner was extremely pleased: even in the city, people began to associate themselves with the plant. The material incentive fund has hardly grown, but the effect has been amazing. The work collectives themselves began to get rid of parasites and drunkards, and several qualified specialists returned to the plant. By spring, when it was time to issue a new set of workwear, the owner decided not to waste money and canceled the color differentiation of the team. In response, the workers created a united and tough factory union, which by the summer forced the owner to increase prices for work. A year later, the plant returned to its previous deplorable state: careless work, general sloppiness and social dependency, but now the interests of the workers, even the last drunkards, were protected. As a result, the plant was sold to a new owner, who dispersed everyone and set up storage facilities in all four workshops.

Always use common sense

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

What do owners want?

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

Concept and principles of organizational structure.

In a crisis, depending on the degree of its depth and the nature of its course, management takes various measures to overcome the negative situation. A fairly common method here is to change the organizational structure, which, if properly organized, gives good results.

The organizational structure of management is an interconnected set of organizational units of the management apparatus that perform various management functions aimed at solving certain problems and achieving goals. Thus, if we consider the management structure in this light, we can say that it is a system of optimal balance of functional duties and responsibilities between its constituent bodies and management elements.

The elements of the organizational structure of management are departments and employees of the management apparatus, which perform certain functional responsibilities. There are connections between elements that can be horizontal or vertical.

Horizontal management connections are one-level and are carried out through negotiations and coordination. Vertical connections express a system of subordination. They are typical for organizations with a hierarchical management structure, i.e., there is a top link (management and management staff), a middle link (managers) and a lower link (employees and employees).

There are also the following types of organizational structures:

1) linear structure– decisions are made and implemented by line managers, who bear full responsibility for the activities of the organization;

2) functional structure– the manager assigns the functions of everyone in the management system;

3) linear-functional structure– there is a main manager to whom both linear and functional systems are subordinate;

4) divisional structure– it is based on the principle of separating large production and economic divisions and their corresponding levels of management, granting these divisions production independence;

5) adaptive structures– the most complexly organized management structures, among the distinctive features of which are flexibility and decentralization of management, a small number of management levels. They are aimed at accelerating the implementation of projects and programs, and are also distinguished by their ability to quickly respond to changes in external conditions and adapt to them, which allows this type of organizational structure to be used in crisis management with the greatest efficiency. Among adaptive structures, the most common is the matrix management structure.

Regardless of the type of organizational management structure, there is interrelation and interdependence between the elements of any of them. Therefore, when you change any element, there is a need to make changes to other elements. For example, when deciding to create a new department, the following points should be taken into account at the same time: the functional focus of the new department, its head, the internal hierarchy of employees, the nature of communication with other departments, etc.

Often, as the scale of an organization increases, the number of elements and levels in the organizational management structure increases, which inevitably leads to a complication of connections and management decision-making. As a result, there is a decrease in flexibility and management dynamics, which in modern conditions and in crisis situations is a rather serious problem.

Changing the organizational structure is, of course, multicomponent. However, before starting this process in earnest, you need to study the principles of forming an organizational management structure. There are a large number of these principles, especially considering the fact that they were developed in pre-reform times. Among them there are several main ones:

1) the organizational structure of management must reflect the goals of the organization and correspond to its objectives;

2) the organizational structure should provide for the distribution of tasks and responsibilities among personnel depending on the level of professionalism and abilities of the employees;

3) when forming the management structure, the connections between departments and employees (horizontal and vertical), the nature of the interaction between them and the degree of their responsibility must be determined;

4) the organizational structure of management must correspond to the socio-cultural sphere of the organization, since this sphere is individual for each organization and its formation following the example of another organization will not bring effective results.

The formation of the organizational management structure is influenced by many factors that must be taken into account when changing it. The direction of the structure is determined by its organization, which can be very diverse. Approaches to the formation of organizational structures vary depending on the type of organization, its size, stage of development, profile. The organizational structure of large enterprises is more complex and multi-level compared to a small enterprise. Accordingly, when making a decision to change the organizational structure, it is necessary to take into account the scale of the enterprise and the timing of its rapid adaptation to new conditions without negative consequences.

The management structure must also correspond to the stages of enterprise development, since management functions change at different stages. This fact must be taken into account when making changes so that the new management structure contains the elements necessary for effective management at this stage of existence. For example, at the emergence stage, an enterprise, as a rule, is directly led by an entrepreneur or a group of entrepreneurs. With the beginning of the growth stage, the management system begins to become more complex: a functional division appears and a management team is formed. In the maturity stage, there is a tendency to decentralize management, which in the decline stage adapts to changes in the enterprise. Finally, at the moment the enterprise ceases to operate, the management system is either completely destroyed or reorganized.

The management structure is also influenced by changes in the organizational form of the enterprise. If there is a merger of enterprises or the entry of one of them into another, then management functions are redistributed.

Information technology has recently become the most important factor in the formation of organizational management structures. The use of personal computers and local networks makes it possible to reduce and improve the work of personnel. In addition, the use of the latest technologies allows for better diagnosis and analysis of the state of the organization and processes. In many enterprises, the main emphasis is now on creating an effective information technology base, which would allow reducing management levels and improving the process of controlling the activities of the enterprise.

Goals and objectives of restructuring the organizational structure.

Goals:

1) bringing the enterprise out of the crisis and ensuring stable operation;

2) improving the management system and bringing it to a qualitatively new level;

3) increasing the competitiveness of the enterprise;

4) compliance with the situation in the modern economy;

5) changing the organizational structure and subsequent increase in production profitability to attract new partners and foreign investors.

Tasks:

1) ensuring the high-quality functioning of all departments and divisions of the enterprise;

2) establishing connections between departments and divisions and ensuring their interaction;

3) improvement of personnel and relevant management bodies;

4) creation of forecasting and analytical work departments;

5) creation of a strong anti-crisis system.

Assessment of organizational structure.

In a crisis situation, as a rule, almost all areas of the enterprise are analyzed, since various problems are caused by shortcomings of a different nature: economic, social, managerial. But modern enterprises and organizations are faced with another problem - the obsolescence of the organizational structure. Just 20–30 years ago, competition and technology development were not as large-scale as they are now. High rates of development determine that enterprises have an appropriate level of flexibility and organizational structure. Newly organized enterprises from the very beginning form an organizational structure that is relevant to modern conditions. Another question is when it needs to be changed to improve management and operations. First you need to evaluate the structure.

An assessment of the organizational structure of an enterprise should be carried out as part of a comprehensive diagnosis of the state of the enterprise, which also considers the problems of the management apparatus, shortcomings in personnel policies, financial and economic problems, etc. It is advisable to raise the question of changing the organizational structure if it no longer meets the goals and tasks of the organization or has become irrelevant in the context of economic and technological development.

But problems can also arise in modern organizational structures. There are the following disadvantages of organizational structures, in the presence of which the question of making changes to the structure of the enterprise may arise:

1) the main functional load is concentrated on the main manager, which does not provide the opportunity for deeper and more effective management;

2) too large a hierarchical network, especially for a large staff of managers;

3) the enterprise’s information services are poorly developed and do not provide departments and divisions with timely information necessary to identify and recognize crises in the early stages;

4) the personnel system in the field of organizational structure is untenable;

5) vital departments and divisions (economic, financial and production) have insufficient funds and capabilities for full-fledged activities, there is no control over the functioning of these departments and divisions;

6) there are no or underdeveloped departments involved in the analysis and research of internal and external factors of the enterprise.

Problems with the organizational structure at Russian enterprises arose with the beginning of the privatization of state-owned enterprises. Then there was a change not only in the form of ownership, but also in the qualitative and quantitative characteristics of the products. In addition, HR departments have changed.

Competent specialists began to appear in new areas, such as management, marketing, and crisis management. The problem was that these changes were quantitative in nature, because the organizational structure of that time was built to function in a stable economy. There were certainly advantages to this structure, namely that vertical communication allowed management to control the production process at all stages. However, there was a big drawback in such a system: the connection between departments and divisions was very weak, interaction was not sufficiently established.

The opposite of the above structure is the structure based on the allocation of functional units. However, there are disadvantages such as ineffective distribution of responsibilities and their possible duplication among different units.

When developing an organizational restructuring plan, the following points must be considered:

1) if the purpose of restructuring is to bring the enterprise out of the crisis, then the participation of the chief executive is necessary, which requires releasing him to some extent from other functional responsibilities;

2) for the effective operation of an organization, a clear distribution of responsibilities and powers of employees and employees is necessary;

3) the presence of a large number of tasks and issues requires a certain independence of departments, but with the participation of an experienced and professional manager;

4) in modern conditions, when there are a large number of enterprises in the same field, an operational marketing department is required that is capable of targeting the enterprise with consumers;

5) a clear separation of financial, accounting and economic departments is necessary;

6) it is necessary to create a development department that ensures the creation of new directions and innovative strategies;

7) an excess of employees and a lack of qualified personnel weaken the position of the enterprise. In this regard, it is necessary to improve the personnel department and develop programs for searching and training personnel;

8) there is a need for a system for analyzing and forecasting the activities of an enterprise in modern conditions.

Trends in changes in organizational structure.

There are two trends in changing the state of enterprises:

1) negative – enterprises that are in a crisis situation and do not have the ability to overcome it;

2) positive – enterprises that did not find themselves in crisis situations or managed to overcome negative manifestations and continue to function and develop.

However, there are only 13–15% of enterprises in the Russian economy that managed to overcome negative situations. What is the reason? It lies in the lack of an effective management base and organizational structure. In the life of any enterprise, a moment arises when it is necessary to activate all its resources and capabilities, change strategy and management. In particular, this is required during a crisis. Changing the organizational structure is an all-encompassing method, as opposed to local measures. The use of this method can take the enterprise to a new level.

Russian enterprises are in certain conditions that accompany restructuring and are essentially the causes of an unstable situation and negative trends in the activities of the enterprise. These include:

1) unstable economic situation in the country;

2) shortcomings in existing legislation and the system of economic measures and laws;

3) insufficient level of professionalism of consultants in the field of enterprise restructuring;

4) unstable financial position of the enterprise;

5) insufficient financial resources to carry out restructuring;

6) ineffective personnel policy;

7) socio-psychological problems at the enterprise among personnel.

Before directly implementing a program to change the organizational structure of an enterprise, it is necessary to carry out a number of activities that are the key to successful restructuring.

The first stage consists of analyzing the general state of the enterprise and identifying priority problems and shortcomings in the existing organizational structure. This allows you to determine the main goals and objectives in the change strategy. When developing a strategy, you need to consider the place of each department and division in the process of implementing change.

As a rule, for restructuring, a special team or temporary department is created to collect information, process it, develop a strategy and its further implementation. The restructuring plan must be clear, have specific deadlines and implementation methods. When developing it, it must be taken into account that changing the organizational structure is a rather lengthy process, so it is necessary to have certain means and resources. It is very important to overcome crisis situations without losing attention to other areas as part of changing the organizational structure.

6.2. Corporate reorganization

Corporation is a legal form of association of independent enterprises and various organizations. The participants of the corporation are independent legal entities. These government-recognized “legal entities” can acquire various resources, own assets, produce and sell products, borrow and make loans, and sue and be sued. A corporation has all the same functions as any enterprise.

This form of business is very common nowadays. Before proceeding directly to the issue of corporate restructuring, it is necessary to consider the advantages and disadvantages of this type of business.

The advantages of corporations include the following:

1) if we consider the issue of raising funds, then this is one of the most effective forms of business organization. Corporations are able to obtain financial resources by issuing securities, which saves many socio-economic units. They are also highly reliable, so it is easy for them to get a loan from banks;

2) an undoubted advantage is limited liability. The owners of the corporation - the holders of shares - risk in the event of a crisis or negative situation only an amount expressing the price of the share. Their personal property is not at risk. Creditors cannot sue the owners of a corporation as individuals; they can only do so against the corporation as a legal entity;

3) corporations are a stable form of business. They are the most resistant to negative external trends. In many sources you can even find the statement that corporations are eternal. This consistency is a positive factor for further growth and development.

However, in addition to the advantages, a corporation, like any other form of business, has disadvantages:

1) double taxation. This is one of the biggest disadvantages of corporations, which is that that part of the corporation's income that goes to pay dividends to shareholders is taxed twice: as the profit of the corporation itself and as part of the personal income of the shareholder;

2) a corporation is a form of large-scale entrepreneurship, and this complicates the process of analyzing various internal processes. This is dangerous because you can lose sight of the symptoms and first signs of an impending crisis or other negative processes; 3) shares of a corporation can belong to a very large number of owners, which complicates the process of control and management.

But a corporation, at its core, is still an enterprise, and therefore also needs to be updated and changed. Recently, the concept of “corporate restructuring” is increasingly found in the literature. This is due to the fact that this form of business is becoming more widespread, and its restructuring is a current trend that contains many branches.

The purpose of corporate restructuring is to increase its efficiency and competitiveness, to create a business system that would meet the long-term goals of the owners and at the same time develop in accordance with changes in the external environment. Restructuring involves focusing on the most effective and profitable areas.

The essence of modern restructuring lies primarily in identifying and developing the corporation’s competitive advantage, occupying and maintaining a profitable market position.

The main tasks that are solved in the restructuring process are the following:

1) overcoming negative trends and indicators in the corporation’s activities;

2) restoration, development and control of specialized areas;

3) determining the share of its participation in non-core types of business;

4) liquidation of unpromising types of business;

5) improvement and improvement of the organizational and legal structure of the corporation.

Restructuring a corporation, like any other enterprise, is carried out in several stages.

Diagnosis of the state of the corporation.

The primary task is to identify existing problems and the causes of their occurrence. In a small business, it is enough to analyze the state of the enterprise and, based on the data obtained, make a decision to overcome the problem. In a corporation, this process has a more complex structure. In addition to the usual analysis and research, this also includes the following elements:

1) distribution of the profit received by product and assessment of the profitability of each type. The liquidation of unprofitable areas will improve the efficiency of other areas using funds that were previously allocated to liquidated departments (areas);

2) comparison of the corporation’s financial performance with its peers;

3) drawing up a restructuring plan and discussing it with managers.

Identifying key issues is the most important step. In modern economics, such a concept as DCM (directly correct management) has even appeared - an accurate definition of the main problems and their targeted solution.

In addition, it is necessary to develop a clear schedule for diagnosing and investigating problems, since in corporations this process can take a year or more. Naturally, many indicators will no longer be relevant by this time, which will significantly reduce the effectiveness of the decision made.

Changes in personnel policy.

Personnel policy is very important for any enterprise. Within a corporation, where the staff is numerous and has a complex hierarchical system, this issue is especially relevant.

First, it is necessary to analyze the available personnel within the chosen area. It is quite possible that it is advisable to reduce or expand the staff. In addition, for corporations that mostly cooperate with foreign partners, the availability of qualified specialists is important. There is also such a factor as staff resistance to change. Much depends on managers, who must be able to quickly adapt and control the progress of processes.

It is quite possible that with the restructuring of the corporation, the profile of specialists will expand or change. To do this, you need to organize education and training for employees. Many managers send their most promising employees abroad, where they have the opportunity to develop their innovative style.

Change in financial structure.

Diagnostics of the state of enterprises that are part of corporations provides only general information. When planning a restructuring, financial information must be transparent and reliable. At the corporate level, collecting and processing information is difficult due to its large quantity. To solve this problem, after the approval of the personnel policy, it is necessary to create a unified and timely reporting system. The level of information technology today also makes it possible to facilitate this task and quite significantly reduce its time. In addition, programs have now been developed that process and analyze data themselves. Thus, the task is simplified several times.

Information must come from all participants in the corporation within a certain time frame. This allows us to identify positive and negative trends in corporate profitability.

Business optimization.

Business optimization in general means eliminating non-core areas. Preliminary conclusions can be drawn at the diagnostic stage, but the final results should be drawn after considering all the data and factors. There is often a situation where a corporation requires an additional type of business to stimulate an existing one. However, here you need to pay special attention to the process of concluding the contract and its conditions. The most expedient option is to buy out a controlling stake in the enterprise. At the same time, its owner remains a partial owner.

Development of marketing services.

Marketing has recently become an integral part of all companies. Many Russian entrepreneurs have the opinion that marketing deals exclusively with advertising and promotion of the company's products. But this is only a small part of its functional side. Marketing studies the market, consumer and competitive environment, studies existing products on the market and the possibility of launching a new product, etc. During restructuring, marketing services play an important role. It is worth noting that in many Russian companies these services were absent altogether, and such departments began to be formed only during the restructuring of the organizational structure. Marketing identifies new channels for selling products, develops a strategy for further promotion of the corporation, and also explores new possible directions, the development of which could bring profit to the corporation.

Forms of restructuring.

There are several classifications of forms of restructuring.

The following types of restructuring are distinguished by function:

1) organizational– implies a change in the composition of organizational departments and divisions;

2) financial– the structure of assets, liabilities, capital changes;

3) operating room– changes in the production and technological base and process;

4) legal– redistribution of rights and control over property and legal consolidation of these changes;

5) managerial– transformation of methods and methods of corporation management.

In addition, there is a difference between the restructuring of the authorized capital (issue, sale, repurchase, conversion of shares) and the restructuring of accounts payable (repayment, write-off, deferment, installment plan, sale, exchange).

During restructuring, a change in the ownership structure can occur through:

1) sale of shares;

2) acquisition of shares;

3) conversion of shares.

The sale of shares can be carried out directly by shareholders and as a result of their additional issue. Additionally issued shares can be sold on the secondary securities market. An additional issue leads to an increase in the authorized capital. In this case, in addition to changing the ownership structure, the corporation receives additional working capital without increasing its long-term and short-term liabilities, which significantly improves its financial and economic performance. Such a restructuring of the authorized capital has very good indicators, as it helps not only to radically improve the financial and economic condition of the corporation, update equipment and technology, but also to find a so-called “strategic investor.”

The acquisition of shares by a joint stock company from shareholders occurs by decision of the general meeting of shareholders to reduce the authorized capital through the acquisition of part of the outstanding shares in order to reduce their total number, if this is stated in the charter. This right cannot be exercised if the par value of the shares remaining in circulation falls below the minimum authorized capital required by law. The acquisition is carried out by decision of the board of directors, unless a different procedure is provided by law and the charter.

Conversion of shares leads to a change in the par value and number of shares, leaving the amount of the authorized capital unchanged. Conversion of shares makes it possible to redistribute the structure of owners during a merger or accession and to distribute the owners of shares among different companies during division.

6.3. Organizational Structure Integration

The concept of “integration” has many definitions, despite the fact that it attracted close attention only in the middle of the twentieth century. At that time, integration was largely an economic term and represented the process of forming a new system based on socialization. Currently, the scope of application of this concept has become much wider. However, within the framework of the topic, integration, considered from the point of view of enterprise management, is of greatest interest.

Integration is the formation and development of connections between individual elements of the socio-economic system, accompanied by the formation of new systems or the strengthening of old ones.

Integration of the organizational structure of an enterprise is a process of large-scale unification of all levels and structures of an enterprise to strengthen or create qualitatively new entities and systems designed to eliminate various problems and solve important issues of the enterprise: economic, financial, technological, marketing, etc.

If we consider integration as a method of overcoming a crisis, then we can say that this is a fairly effective way not only to overcome the crisis, but also to develop the enterprise as a whole. This process is not included in the restructuring of the enterprise, although it significantly affects the entire system as a whole.

The integration of the organizational structure can be represented as:

1) horizontal integration;

2) vertical integration;

3) diversification.

Horizontal integration– consolidation of an enterprise by joining socio-economic units of the same industry and field of activity. Horizontal integration can be accompanied by a significant increase in profits, as the enterprise's market share increases. However, there are a number of points that need to be taken into account.

First, the newly formed enterprise must determine the range of goods and services that it will supply to the market. This is due to the fact that the new enterprise is large in size and therefore has high costs. A product of one type may not provide the required level of income, especially if one of the enterprises has just emerged from the crisis stage. Therefore, it is advisable to increase the assortment and thereby “insure” the enterprise against another possible crisis.

Secondly, horizontal integration requires a certain amount of effort associated with the registration and execution of a new enterprise. It is necessary to reconsider the most important departments and divisions (managerial apparatus, financial and economic departments), and also to develop a new strategy, since even enterprises of the same level and profile have significant differences that must be overcome in the process of horizontal integration for further effective operations.

There are undoubtedly benefits to horizontal integration. However, its difference from other methods of integration is that it is ambiguous. Therefore, it is necessary to consider its advantages and disadvantages in detail.

Advantages:

1) increasing the total and reserve capital of the enterprise, which ensures a more stable existence;

2) combining existing experience in solving important issues and problems;

3) the possibility of one enterprise using the missing resources at the expense of the affiliated enterprise;

4) increasing market share and, as a result, strengthening the position of the enterprise;

5) the possibility of developing and creating an innovative project using the resources of both enterprises;

6) the possibility of increasing the range of goods and services;

7) increasing the competitiveness of the enterprise.

In fact, these advantages can be called the goals of horizontal integration, of course, at a general level. Within the same enterprise, other goals may be pursued: overcoming a crisis, reaching a new level, increasing capital, etc.

But at the same time, there are a certain number of disadvantages of horizontal integration:

1) problems at the management level. As a rule, these are problems at the initial stage of the existence of a new enterprise (during the formation of a new structure and system), which can weaken the condition of the enterprise;

2) problems at the personnel level. Resistance to change is quite common;

3) integrated enterprises, as a rule, turn out to be less flexible to changes in the external environment compared to small and medium-sized enterprises;

4) the merger of previously competitive enterprises may lead to the occupation of too large a share in the market, which will entail a joint policy of other economic units in the field of pricing and volume of output;

5) the concentration of significant advantages in the hands of a certain number of integrated enterprises can lead to the fact that small enterprises will begin to experience great difficulties, and the emergence of new ones will become a serious problem.

Horizontal integration allows you to reduce the costs of the enterprise, which is obtained due to synergy, i.e. the fact that the result of the activities of the combined enterprises exceeds the result of the activities of separate enterprises.

In general, horizontal integration is a high-risk operation, which can also be considered a negative point. This is due to the fact that when concluding an agreement, especially between competitive enterprises, all the interests of the participants are not disclosed. For example, one enterprise may not know that another is in a state of crisis. Therefore, the partner can take advantage of any situation or gap in the contract to satisfy his goals.

But at the same time, horizontal integration is one of the most effective methods of achieving competitive advantage. In the context of rapidly developing technologies, it is necessary to incur high costs for research and development of technical potential. Horizontal integration, as already noted, is a solution to many financial problems and issues.

In a horizontally integrated enterprise, good conditions are created for the exchange of not only production experience, but also management experience, the formation of personnel policies, negotiations, etc. All this strengthens the position of the enterprise and ensures its market stability.

Horizontal integration, as a rule, helps in solving crises of a financial and economic nature. If we consider social problems, then this is not the most suitable option. Its main drawback is the need for a fairly large amount of financial and material resources. However, despite this, today the share of horizontally integrated enterprises constitutes a significant part of the market. Very often, many well-known enterprises use this method in the later stages of their development for “revival” and a kind of “rebirth”. This can really give successful results, since not only reserves and resources are combined, but also operational experience, operational skills and various market research, which is undoubtedly the strength of horizontal integration.

Vertical integration- this is the penetration of an enterprise into interrelated industries without the involvement of outside entities. Such integration also provides significant financial benefits, but unlike horizontal integration it requires less financial costs. In addition, vertical integration is a risky measure.

There are two main types of vertical integration, such as:

1) vertical integration “forward” - the growth of the enterprise is carried out through the creation or strengthening of distribution and sales systems, that is, systems located between the enterprise and the consumer. The use of this type of vertical integration is advisable if the system of intermediary services expands or becomes too complex;

2) vertical integration “backward” - the growth of the enterprise is carried out through the creation of subsidiaries specializing in production and supply. The advantages include reducing dependence on the price level of the necessary funds and the conditions of suppliers.

The use of the vertical integration method in a crisis will be effective if the crisis is associated with a lack of materials for the production process due to high prices for them, a lack of suppliers, and high costs for intermediary structures. In addition, the desire of the owners to strengthen the competitive position of the enterprise in the market can also serve as motivation.

Despite the lower risk of vertical integration, it still has its disadvantages:

1) increase in costs. This happens especially often in conditions of maintaining one’s own production in the presence of external cheap sources;

2) a high level of concentration of all stages of production (production of raw materials, manufacturing of products from them, creation of distribution systems, etc.) within one enterprise can lead to serious financial and production problems in conditions of rapid development of technology;

3) when demand for products changes, losses are inevitable.

In modern conditions, such a method as combining horizontal and vertical integration has been developed. Covering all stages of production and sales of products with simultaneous expansion can be a completely new stage in the development of an enterprise. However, it is worth noting that this method requires truly enormous financial costs, and therefore cannot be rational in terms of overcoming the crisis. Diversification- this is the penetration of an enterprise, which can be carried out in two directions: into industries related to the existing business (related diversification) and into unrelated industries, i.e. those that are not related to the main activities of the enterprise. An enterprise chooses the direction of diversification depending on the degree of development and level of specialization. Market analysis shows that businesses that use related diversification benefit more than those that use unrelated diversification.

There are three main types of diversification, such as:

1) concentric– consists of searching and further using opportunities to expand production at the level of an existing business, i.e. the main production remains the main one, and new ones arise due to the opportunities or technologies found. This type of diversification requires the investment of significant financial resources, but these investments usually pay off in the medium term. In addition, at this level the degree of risk is moderate, which makes it possible to use such diversification to overcome crisis situations;

2) horizontal– mastering new opportunities by creating a new product different from the main one. An important condition here is that the new product must use the capabilities of the enterprise that it already has. In addition, new products should not be inferior in quality to the main products;

3) conglomerative– growth of the enterprise due to the production of qualitatively new products, not related to the main one, the sale of which will take place in new markets. This type is least suitable for enterprises in crisis due to a large number of factors: significant financial costs, market research, managerial competence, etc.

Thus, organizational structure integration is a multifaceted approach. An enterprise in a crisis can choose the most suitable strategy for itself with minimal losses. To select the best option, a thorough study of not only the state of the enterprise, but also external factors, as well as taking into account possible development options is necessary. All this implies an integrated approach to choosing an integration method.

6.4. Business plan

In a rapidly changing business environment and the economy as a whole, much depends on the speed of response to these changes. The same applies to internal processes in the enterprise. Planning plays a very important role here, with the help of which you can draw up a program of action for the enterprise at certain stages of development and for specific situations. Thanks to a well-formed planning system, an enterprise can avoid many negative trends, as well as reduce losses and risks from internal and external factors to a minimum level. The difference between enterprises that have a business plan and enterprises that do not have one is that the presence of a business plan implies clear actions of management and all personnel in crisis situations, and its absence is simply forced measures to overcome negative impacts, as a rule , spontaneous and unfounded.

A business plan is a tool for activities in a market economy and helps to attract foreign capital, organize effective activities of an organization, etc. In the West, a business plan has long occupied a strong position, while in Russia this direction appeared only in the early 1990s ., with most enterprises and organizations adhering to the old system.

Drawing up a business plan is usually required when an enterprise needs changes (ways to overcome crises) that mean significant changes and require large financial costs. Already based on statistical data that suggests that 80% of projects and programs under consideration are rejected at the stage of developing a business plan, it follows that this is an integral part of the activities of any enterprise and organization.

The purpose of developing a business plan can be called planning the activities of an enterprise for short-term and long-term periods in accordance with the needs of the market and the internal capabilities and resources of the enterprise.

In addition to the fact that a business plan helps determine policy in current situations, there are several other reasons why a business plan is essential:

1) detection of possible problems before they occur. Development of a business plan includes analysis and forecasting, which allow one to assess the real capabilities of the enterprise. It is likely that there will not be enough funds to implement a particular project, but it would be better to find out about this at the planning stage through calculations than during the implementation process with funds already spent on it;

2) a business plan is the basis for the management and management of an enterprise, planning a production schedule and personnel policy. The activities of the enterprise are carried out on the basis of a business plan, it sets the tone for the entire process;

3) having a business plan helps attract investment. Most enterprises and organizations have borrowed funds in their assets. The existence of an enterprise often depends on them. In a crisis situation, when there is usually a lack of resources, loans are almost the only way out. However, almost all banks today issue loans only if they provide a business plan or require filling out detailed questionnaires, which, in principle, is a mini-version of a business plan. Therefore, its presence is really necessary, especially for enterprises that constantly resort to the services of lenders;

4) a business plan is a standard and mandatory document for review. In particular, for entrepreneurs who want to establish partnerships with foreign colleagues, this is a prerequisite. In the West, every enterprise and organization has a business plan, so its absence in a Russian enterprise will be considered as an insufficient level of development and organization of activities.

In the process of creating a business plan, the following tasks are solved:

1) determination of targets for the enterprise’s activities and its tasks;

2) determining the direction of activity and market area within which the enterprise will operate;

3) determination of the enterprise strategy and methods of its implementation;

4) identification of persons responsible for the implementation of the strategy and control over the progress of its implementation;

5) formation of products (goods or services) and search for ways to present them to consumers;

6) formation of the necessary technical potential;

7) assessment of human resources and formation of personnel policies in accordance with the goals of the enterprise, creation of a system of stimulation and encouragement of labor;

8) organization of a marketing system.

The advantages of business planning are as follows:

1) coordination of the enterprise’s activities;

2) assessment and forecasting of the prospects of the enterprise;

3) placing emphasis on those indicators, the data of which will allow monitoring the financial and production condition of the enterprise;

4) clear, well-functioning activities are more resistant to negative situations;

5) formation of a system for distributing duties and responsibilities.

The business plan depends on the scale and structure of the enterprise. It is individual for each enterprise. When developing a business plan, much attention is paid to the manager. It is believed that his participation in the creation of a business plan is mandatory; all final decisions and decisions are made by him.

As a rule, a business plan is drawn up for a period of 3 or more years. But drawing up a plan for 10–12 years is impractical in modern conditions due to the rapid development of technology and increased competition. Typically, in the first year, indicators are studied almost monthly, but over time, annual indicators are sufficient.

As already noted, each enterprise develops its own individual business plan. However, despite this, it still contains common mandatory components:

1) goals and objectives of the enterprise;

2) assessment of the capabilities and resources of the enterprise;

3) types of goods and services produced;

4) markets for the goods and services produced;

5) assessment of the business environment and competition;

6) management strategy;

7) financial strategy;

8) marketing strategy;

9) production plan;

10) the legal side of the enterprise’s activities;

11) identification of risks and their insurance.

The goals and objectives of the enterprise reflect the concept of the business, its attractiveness and importance for the region. Essentially, this is an advertising project that should be drawn up after developing all other parts of the business plan. All attributes are reflected here: location, legal form, founders.

Assessing the capabilities and resources of an enterprise is one of the most important components, since on the basis of these data a further program is drawn up: managerial, production, financial. In addition, such an assessment allows us to identify the lack of certain resources and determine measures to address these issues. This stage is also very important for crisis management, since it is necessary to have advance information about the capabilities of the enterprise in order to choose an effective way to overcome the crisis with an optimal cost ratio.

The types of goods and services produced must be carefully thought out and considered, since the profit of the enterprise depends on their implementation. At this stage, the necessary funds and resources are also determined.

Determining the markets for the goods and services produced is necessary to determine the scale of product distribution and market share.

Assessing the business environment and competition is an essential part of business planning. An assessment of competitors is necessary in order to determine the feasibility of an enterprise's activities in a given market. If an organization with small size and capabilities wants to operate in a market where there are giant enterprises that own almost all the demand, it is worth considering the feasibility of entering this market. Otherwise, the company may experience a crisis due to lack of demand for products or it may go bankrupt.

Management strategy is one of the last to be determined, since its development requires comprehensive information about the external and internal environment.

The financial strategy is determined on the basis of data on available and required resources, as well as on the basis of the main objectives of the enterprise. It includes accounting, organization, and analysis of the enterprise's fixed assets. It is on the basis of a business plan that you can obtain information about future profits and the possibility of repaying the loan. It is worth noting that the financial strategy is characterized by a degree of uncertainty, since in the development of an enterprise there are always unforeseen situations: crises, environmental and natural disasters. There are always three documents in a financial plan: an income and expense statement, a cash flow statement, and an approximate balance sheet.

Marketing strategy has been gaining momentum lately. It is necessary, since it is marketing research that makes it possible to obtain data on the state of the market, consumer demand, assortment available on the market, etc. This also includes measures to promote the company and present it to the market. Recently, great attention has been paid to advertising and public relations (PR managers do this). The business plan also notes the involvement of marketing services (if any), intermediaries, and dealers. The plan also reflects the pricing policy and discount system. In addition, marketing strategies take into account various factors that can affect the activities of the enterprise: seasonality, rush periods (holidays and events). If not one, but several products are introduced to the market, then it is necessary to assess the distribution of resources for each type, as well as determine an individual sales program for each product.

For a business plan, a comprehensive assessment of the internal and external environment of the enterprise is of great importance. If we consider the external side, then it is necessary to determine the profile of the organization, i.e. the nature of its activities (production, trade, etc.), an assessment of the competitive environment, a description of geographical and climatic conditions (this is especially required in areas with unfavorable natural factors) . When introducing an assortment to the market, it is necessary to conduct a study of the demand for these goods and services, its supply on the market and its concentration in the place of activity of the enterprise.

The production plan is also of great importance. This includes a description of the entire production process of the product. The buildings, equipment, structures involved in production, as well as the state of these funds, their “operability” are considered. Typically, a business plan provides a brief description of the entire production process. It is necessary to consider in detail the technical base, the level of technology and the share of innovative developments in production. In addition, it is necessary to note the composition and qualifications of workers. The level of service and maintenance at enterprises, as well as control over the progress of the process, is also important. If we are talking about dangerous projects (related to harmful substances, difficult working conditions), it is necessary to note the security system at the enterprise, including fire services.

The business plan occupies an important position within the framework of crisis management. The point is in the very essence of crisis management - forecasting and monitoring crisis situations. A business plan is also a kind of forecasting method. Without going deeper, we can say that all enterprises have a business plan. However, it is not. Determining the type of activity and product range cannot be a business plan, since it includes a comprehensive assessment of all components of the enterprise’s scope of activity. A business plan is a necessary attribute for any level of an enterprise, since the nature of the activity depends on it.

Another factor indicating the need for a business plan is the accelerated pace of economic development. As you know, one of the causes of the crisis is the lack of flexibility of the enterprise, which can precisely be caused by the lack of a clear action plan. In times of crisis, this is especially dangerous, since there are usually time constraints and a significant number of tasks.

Thus, having a business plan not only ensures relative preparedness for a crisis, but is also an integral part of modern business life. The level of business planning has reached such a high level of development that there are now a huge number of business plan writing agencies. The presence of a program of seminars and monitoring also indicates the increasing role of this phenomenon in the business sphere.

6.5. Stabilization of the company's financial position

Almost any crisis is associated with financial losses. The problem is that sometimes these losses are too large for the enterprise to cope with. Therefore, a very important task in anti-crisis policy is to stabilize the financial position of the company. This is usually done using a financial recovery plan. Such a plan differs from a business plan in that its main task is to determine a system of measures to overcome the crisis. As a rule, a financial recovery plan is created directly in crisis conditions, which makes it possible to take into account all factors as much as possible.

Stabilizing the financial position of a company consists not only in drawing up and implementing a plan, but also in presenting it:

1) to creditors in order to show readiness to make changes in order to pay the debt;

2) government agencies in order to receive financial support;

3) the public in order to create a type of temporary problems that are purposefully solved and will soon be overcome.

In terms of financial recovery of a company, the following parts are mandatory:

1) analysis of the financial condition of the company and identification of possible causes of financial problems;

2) marketing strategy;

3) production plan;

4) financial strategy.

In order to truly stabilize the state of the company, it is necessary to conduct a thorough financial analysis, which includes the expenses and income of the enterprise, financial dynamics in recent years, profitability indicators, and production costs. This should also include an analysis of the assets and liabilities of the enterprise and the possibility of operating at a level without losses. All this allows us to identify the main problems and causes of financial instability. It is important to note that the reasons may also be non-financial factors: decreased product quality, unqualified personnel, etc. In a crisis, there can be a large number of factors causing financial instability. It is important to identify priorities and act in their direction.

Marketing services play a big role in the financial stabilization of a company. First, you need to research the market and determine the direction of financial recovery. Secondly, it is necessary to study the competitive environment. Thirdly, it is important to assess the consumer environment, on the basis of which conclusions can be drawn about the need for certain transformations.

The production plan is to form an updated production system for the short or long term. It is possible that during a crisis, an enterprise needs to reduce production to reduce costs and resource costs, or vice versa. All this is provided for in the financial stabilization plan. The technical equipment of the enterprise, the approximate cost of all equipment are assessed, and those production assets that may be needed in the future are taken into account.

Finally, financial strategy. The main point here is the validity and effectiveness of the measures taken. The financial strategy is formed after receiving data on the above plans. It is based on a system of indicators. This part should reflect all current expenses of the company, including tax payments. The company's need for borrowed funds and the current payment of shares must be reflected. At the time of formation of the financial strategy, all accounting documents must be submitted.

Stabilizing the financial situation is a rather difficult period, especially in the post-crisis period. The solution may be to restructure the enterprise or its organizational structure, but this requires paying off old debts.

One of the directions for stabilizing the financial position of a company and methods for overcoming the crisis is the restructuring of accounts payable and receivable. A similar method is even formalized in the legal documents of the federal budget of the Russian Federation. Financial stabilization, as a rule, means paying off debts, which, according to their source, are divided into:

1) debt on mandatory payments to state funds (fiscal debt);

2) debt on loans to banks;

3) arrears of wages to employees;

4) debt to suppliers and entities of service and utility services.

The first type of debt can, in the long term, lead to the liquidation of the company or the collection of liability from the founders of the company.

The second type is characterized by the fact that banks, as a rule, charge quite high interest rates for loans, which the company is simply not able to pay. A deferment may be granted for this period.

Arrears in paying employees can also lead to a social crisis, for example, workers go on strike. During a crisis or overcoming it, an enterprise, as a rule, is already in a weakened position when a unification of all efforts is required.

Problems with utility services can lead to the fact that if there is a large debt, they will simply turn off the service. This may make the operation and production process impossible.

Restructuring of debt on mandatory payments.

Debt on mandatory payments includes debt on taxes and fees. Methods for restructuring fiscal debt are established by the Tax Code of the Russian Federation.

1. Deferment or installment payment of tax- this is a change in the deadline for paying tax, if there are grounds provided for by the Tax Code of the Russian Federation, for a period not exceeding 1 year, respectively, with a one-time or phased payment by the taxpayer of the amount of debt. A deferment or installment plan may be given if the following grounds exist (one is enough):

1) financial problems are associated with natural disasters, man-made destruction, and environmental disasters;

2) delay in funding from the federal budget;

3) the possibility of bankruptcy with a lump sum payment of the debt, approval by the arbitration court of a settlement agreement or a debt repayment schedule during the financial recovery procedure;

4) production is seasonal;

5) if the property status of the debtor excludes the possibility of a one-time payment of tax;

6) if there are grounds for granting a deferment or installment plan for the payment of taxes payable in connection with the movement of goods across the customs border of the Russian Federation, established by the Customs Code of the Russian Federation.

Deferment or installment payment is provided for one or more taxes.

Typically, a deferment is granted for most applications, and the most common justification is the possibility of bankruptcy.

2. Investment tax credit– consists of changing the tax payment deadline, as a result of which the company has the opportunity to gradually repay its debt with the amount of accrued interest. An investment tax credit can be provided for the profit (income) tax of an organization, as well as for regional and local taxes. Investment tax credit can be provided for a period from 1 to 5 years.

6.6. Reengineering: essence and methodology

Issues of increasing the efficiency of a company's activities and its competitiveness are always faced by management. In the 1990s, one might say, a mini-revolution took place. An approach such as reengineering has begun to develop at an increasing pace, which is also not only a method of overcoming, but also a method of preventing a crisis in an enterprise.

Engineering company is a system of measures and methods for orienting and directing a business in accordance with the goals and objectives of the activity.

Reengineering is considered as a radical transformation of a company's business processes to obtain significant improvements in performance, i.e., these are methods aimed at improving quality, productivity rates and, as a result, increasing the cost of products. For many firms and companies, reengineering is simply necessary for their continued existence and maintaining a competitive position.

There are three types of companies for which reengineering is effective and appropriate:

1) companies in crisis or on the verge of bankruptcy;

2) firms that do not have difficulties in the current period, but foresee them;

3) firms with an aggressive policy. As a rule, these are large firms that are not experiencing problems now and do not expect to in the future.

The need for reengineering is caused by the high dynamism of the modern business sphere. The manufacturer is forced to constantly adapt to changing environmental conditions, adapt to the development of new technologies and the emergence of innovative structures. The solution lies in shifting the emphasis from functions to processes.

Reengineering is carried out sequentially in four stages:

1) development of a new image of the company, on the basis of which the company builds its strategy and business plan;

2) analysis and assessment of existing business;

3) development of a new business - creation or change of various processes, information systems;

4) direct introduction of new business.

Information technology plays an important role in the reengineering of a company, since it is thanks to them that it becomes possible to change previously existing processes. Therefore, it is necessary to develop a system for monitoring the development and introduction of new innovative technologies to maintain the competitive advantage of the company.

Reengineering methodology.

1. Integration of business processes. Complex problems or issues are now resolved by a team that is specifically created to solve the problem and consists of experts on the subject.

2. Horizontal compression of the company's activities. There is a reduction in personnel due to the transfer of some process to one person. This, by the way, increases the speed of completing the task.

3. Vertical compression of the company's activities. Increasing the freedom of middle managers and giving them the opportunity to independently make various decisions without consulting management.

4. Development of various options for the company’s activities– an important point in a constantly changing market. In addition, compared to old, “universal” systems, this method allows you to navigate in each specific situation.

5. Rationalization of horizontal connections– implies the creation and strengthening of horizontal connections between departments and divisions. An effective measure, since all departments and divisions are interconnected to one degree or another and must maintain the required level of interaction.

6. Reduced control over compliance with certain rules– old systems were based on strict and strict adherence to all principles and methods of carrying out activities. However, this required quite a lot of expense and time. Reengineering offers a system of scheduled checks at a specific time.

Despite the obvious benefits of reengineering, according to statistics, in 45% of cases the reengineering process was unsuccessful. Therefore, it is necessary to carefully consider factors influencing reengineering:

1) motivation. Reengineering must be a truly necessary measure that meets the needs of the company at this stage of development, that is, the reasons and goals of reengineering must be clearly defined. In addition, management should take into account that reengineering will lead to significant changes in the structure of the company;

2) leadership. The reengineering process must be under the control of management and carried out directly with its participation. Usually, such a phenomenon as staff resistance always arises, which the manager should think about in advance and take measures to minimize the rejection of innovations;

3) staff. It must be viewed from two sides: as a team implementing this process, and as the rest of the staff. The team should consist of strong, motivated and professional employees who could carry out high-quality reengineering;

4) level of communication between employees. New plans and tasks should be clear to every employee. For this purpose, it is advisable for the manager to conduct internal negotiations and meetings;

5) budget. Reengineering requires a sufficient amount of funds, especially if new technologies are introduced. Therefore, it is advisable to draw up a spending plan in advance in accordance with the financial capabilities of the company;

6) consultations. Agencies and firms providing reengineering consulting services are now widespread. However, it is important that these specialists perform only a supporting and not a managerial role.

The tasks facing reengineering are often highly complex, so it is very important to consider reengineering methods in conjunction with the factors influencing it. In addition, there are currently two main areas of reengineering specialists: information systems specialists and business change specialists. It is clear that to obtain an effective result, the joint work of these specialists is necessary.

Mistakes during reengineering.

Reengineering is a high-risk method, so it is important to study common mistakes when carrying out reengineering:

1) improving a pre-existing process instead of changing it. Typically, the decision to radically restructure processes is quite complex and also risky. However, trying to improve old processes using partial methods will not bring positive results. Therefore, it is better to make a radical change;

2) a non-systematic approach to updating. Firms focus all their attention only on process redesign, and what is needed is a total restructuring of processes in one area;

3) incorrect assessment of the level of the company’s corporate culture. When carrying out reengineering, it is necessary to take into account that along with a change in processes, there is a change in principles and values. It is important that employees accept and understand these innovations;

4) inconsistency in the development of new technologies. This mistake consists of ending the reengineering process prematurely and not defining the problem broadly enough. A radical restructuring is inextricably linked with the emergence of certain difficulties. Many companies are afraid of them and stop the process at the initial stages;

5) incompetent distribution of tasks between managers in the field of development of new technologies. Attempts to reengineer in a bottom-up rather than a top-down manner will not be successful with middle and lower level managers. There are two reasons to note here. Firstly, the specialization and level of these managers do not allow them to think at the level of the entire company's activities, which is necessary for reengineering. They are specialists at their level, and, as a rule, their knowledge does not exceed the boundaries of their field. Secondly, you need to know that the processes occurring in business will constantly touch and cross organizational boundaries, that is, department boundaries. That is why middle and lower level managers, as a rule, do not have authority when deciding on process transformation;

6) insufficient resource support for innovation. Reengineering involves high costs, especially time and effort. In addition, it is necessary that reengineering be the only activity currently carried out in the company, since all attention must be directed to the progress of the process.

It is also necessary to distinguish reengineering from other processes:

1) due to the important role played by information technology in reengineering, it is often identified with the automation of a company’s activities. But this is not true. The main task of reengineering is to create a qualitatively new process to improve operational efficiency;

2) in various search engines you can come across such a concept as “software reengineering”. It involves rewriting outdated and ineffective information programs using new technologies, but without radically redesigning them.