Financial and industrial groups: Russian experience. Concept and types of financial and industrial groups

In the 90s XX century As a result of large-scale processes of privatization of state-owned enterprises in Russia, the collapse of industrial and production associations began, which led to the disintegration of the economy. One of the main prerequisites for the legislative regulation of associations of legal entities in the form of financial and industrial groups was the recognition of the necessity of functioning in the economy of our country along with small and medium-sized business structures of large industrial and economic complexes. Since it is large structures that ensure the competitiveness of the products of enterprises in knowledge-intensive industrial sectors and intensify the processes of investment in the spheres of the real economy.

Financial and industrial groups (hereinafter referred to as FIGs) are often called “special economic zones”, as they allow one to minimize many risks and obtain a favorable tax regime. FIGs are also quite attractive for foreign investors. In Russia there are now about 100 officially registered financial and industrial groups (Interros, Nizhny Novgorod Automobiles, Mostatnafta, Magnitogorsk Steel, Sibagromash, etc.), and there are several times more unofficial groups (for example, "Alfa Group"). At their core, many business associations meet all the characteristics of a financial-industrial group, but are not such because they have not gone through the state registration process.

Financial and industrial groups are created in all member states of the CIS, but in Western economies this special organizational type of association is absent. Foreign analogues of domestic financial industrial groups can be considered related enterprises or concerns in Germany, groups of partnerships in France, holding companies in the UK and the USA. The essence of such entities is that it is an association of participants that does not have the status of a legal entity, which is based on economic subordination and control of one participant over others.

Currently, the main regulatory act regulating the organization and activities of financial and industrial groups is the Law on Financial and Industrial Groups.

A financial-industrial group is a set of legal entities operating as main and subsidiary companies or who have fully or partially combined their tangible and intangible assets on the basis of an agreement to create a financial industrial group for the purpose of technological or economic integration for the implementation of investment and other projects and programs aimed at increasing competitiveness and expansion of markets for goods and services, increasing production efficiency, creating new jobs.

From the legal definition of a financial-industrial group it follows that it is not one of the organizational and legal forms of legal entities. The impossibility of giving financial-industrial groups the status of a legal entity is due to the desire to preserve for their participants the legal personality of a legal entity, ensuring the conduct of business activities. Despite the absence of a financial industrial group as a complex formation of a set of rights and obligations inherent in a legal entity, it is possible to note certain elements of the legal personality of a financial industrial group in relations regulated by antimonopoly and tax legislation.

Firstly, group members involved in production can be recognized as a consolidated group of taxpayers, i.e. a single subject of tax legal relations.

Secondly, in Art. 20 of the Tax Code of the Russian Federation contains the concept of “interdependent persons,” which, among other things, can be organizations if one of them participates in the authorized capital of the other and the total share of such participation is more than 20%. The identification of the category of interdependent persons turned out to be necessary for the tax authorities to be able to exercise control over pricing in transactions carried out between interdependent persons. The use of “transfer pricing” between participants in business associations makes it possible to underestimate the tax base, which, of course, does not meet the interests of the state. Consequently, tax authorities control interdependent persons as a single entity.

From the point of view of antimonopoly legislation, group members, even if they are formally autonomous (independent) legal entities, are integral parts of the overall structure, are managed from a single center and are engaged in entrepreneurial activities to achieve the interests of the group as a whole. Therefore, in antimonopoly legislation, financial industrial groups are recognized as a single economic entity.

Based on the forms of production and economic integration, a distinction is made between “vertical”, “horizontal” financial and industrial groups and conglomerates. According to statistics in Russia, the majority of registered financial and industrial groups are distinguished by a vertical type of association (Aerofin, Defensive Style groups). Horizontal integration involves the merger of enterprises focused on producing homogeneous products (Rosstroy, BelRusAvto groups). Conglomerates are considered the most stable form of association, which has enterprises in different, unrelated business sectors, in order not to depend on the economic situation in a particular industry (the “United Industrial and Construction Company” group).

Based on industry affiliation, it is customary to distinguish industry and inter-industry groups; according to the degree of business diversification - single-industry and multi-industry; by scale of activity - regional, interregional and interstate (transnational). Financial and industrial groups are considered transnational if among their participants there are legal entities that are under the jurisdiction of the CIS member states, or have divisions on the territory of these states, or carry out capital construction there. A transnational company created on the basis of an intergovernmental agreement acquires the status of an interstate financial and industrial group.

Participants in a financial-industrial group can build their relationships in two ways: either as interaction between the main and subsidiaries, or as interaction on the terms of full or partial unification of their tangible and intangible assets. In the first case, we are dealing with an actual holding model, when the main (parent) company has the opportunity through its block of shares (shares) in subsidiaries, i.e. by virtue of the predominant participation in their authorized capital, manage the activities of each of them. We can say that the financial industrial group of the first type is a business association based on a “participation system”, economic subordination and corporate control. In such an association, the main company performs the functions of a central company, through which, in essence, the activities of the group as a whole are conducted.

The financial industrial group of the second type is a voluntary contractual entrepreneurial association of legal entities independent from each other. According to statistics, the majority of registered (official) financial and industrial groups are created precisely according to the type of association based on an agreement; they are sometimes referred to as "soft non-holding corporations" or "contractual holdings." A financial-industrial group of this type is created by concluding an agreement by the group participants on the creation of a financial industrial group, in accordance with which a central company is established. That is, the central company, in fact, is a subsidiary or dependent company in relation to all participants of the financial industrial group. By its legal nature, the agreement on the creation of a financial and industrial group is a type of simple partnership agreement (Articles 1041-1054 of the Civil Code of the Russian Federation).

Current legislation provides for a number of restrictions on participation in a financial and industrial group.

Thus, state and municipal unitary enterprises can be part of financial industrial groups on conditions determined by the owner of the property. A financial-industrial group involves the combination of tangible and intangible assets, but a unitary enterprise, not having the right of ownership to the property assigned to it, cannot independently dispose of its assets; it requires coordination of its transactions with the owner of the property. However, despite these restrictions, in Russia more than 10% of the total number of participants in all registered financial and industrial groups are enterprises in the public sector of the economy.

Subsidiaries can be part of a financial and industrial group only together with their main company. Decisions, actions, transactions of subsidiaries can be quite strictly predetermined by the main (parent) companies. Therefore, a situation cannot be ruled out in which a subsidiary will be forced to choose between the decisions of the governing bodies of the financial industrial group and the main (parent) company that are mandatory for it, but contradictory to each other. Thus, this limitation is due to the desire to ensure proper controllability in the execution of decisions in the financial industrial group system by its participants.

Legislation prohibits a legal entity from participating in more than one financial and industrial group. This restriction prevents monopolization of the market, since groups with the same composition of participants do not create conditions for free competition. However, it is obvious that participants of financial industrial groups have the right to be members of other types of associations, for example, banking groups.

Public and religious associations cannot be participants in financial and industrial groups, since the goals of the activities of these organizations (taking into account restrictions on engaging in entrepreneurship) do not imply the possibility of their participation in industrial and financial complexes.

Regardless of the type of financial and industrial group organized (holding or contractual association), it consists of obligatory and initiative (optional) participants. Mandatory participants in the financial and industrial group are enterprises operating in the field of production, as well as banks and credit organizations. Manufacturing enterprises are assigned the functions of manufacturing and releasing commercial products or providing services; banks or credit organizations are assigned the role of investment structures.

Optional participants in financial industrial groups may include investment funds, insurance companies, non-state pension funds, as well as any other organizations.

The first stage of creating a financial and industrial group is the development of its local acts. In all types of financial industrial groups, mandatory local documents include the organizational project of the group, i.e. a package of documents containing the necessary information about the goals and objectives, investment and other projects and programs, the expected economic, social and other results of the financial industrial group. An organizational project, as a rule, includes an explanatory note and a feasibility study for the future activities of a financial industrial group.

In the case of a contractual type of merger into a financial-industrial group, local documents also include the agreement on the creation of a financial industrial group and the charter of the central company. The agreement on the creation of a financial industrial group is a type of agreement on joint activities (simple partnership). Along with the essential conditions mandatory for a simple partnership agreement, it must contain information about the name of the financial-industrial group, the procedure and conditions for the establishment of the central company, the procedure for formation, the scope of powers of the board of directors of the financial-industrial group, the procedure for making changes to the composition of participants, the volume, procedure and conditions for combining assets , the purpose of the association of participants, the duration of the agreement. Other terms of the agreement on the creation of a financial-industrial group are established by the participants, based on the goals and objectives of a particular financial-industrial group, taking into account industry, regional and other specifics.

The financial and industrial group is registered by a central company, which, being a separate legal entity, is created and registered earlier than the group itself. The group is registered by the Ministry of Economic Development and Trade of the Russian Federation in a separate state register.

To register, the central company of a financial-industrial group submits an application for registration, an agreement on the creation of a financial industrial group (an agreement is not required if the group is formed as a combination of main and subsidiary companies), notarized copies of registration certificates, constituent documents, copies of registers of shareholders of each of the participants, including the central company, organizational project, notarized and legalized documents of foreign group members. In addition, it is necessary to submit a conclusion from the Federal Antimonopoly Service confirming that the creation of a financial and industrial group will not lead to restriction of competition in product or financial markets.

After examination of the submitted documents, state registration of the financial and industrial group is carried out.

Modern financial and industrial groups (FIGs) are diversified multifunctional structures formed as a result of combining the capital of enterprises, financial and investment institutions, as well as other organizations with the aim of maximizing profits, increasing the efficiency of production and financial operations, enhancing competitiveness on the domestic and foreign markets. markets, strengthening technological and cooperative ties, growing the economic potential of their participants. The development of financial and industrial groups is becoming a promising way to form modern large-scale production.

A characteristic feature of the current stage of development of financial and industrial groups is their diversified focus, which allows them to quickly respond to changes in market conditions. At the same time, despite the steady trend towards diversification of activities, the creation and functioning of financial and industrial groups with pronounced specialization is observed. We are talking primarily about the formation of financial and industrial groups based on technologically related enterprises. Thanks to this, material and financial resources are concentrated as much as possible on any one or several areas that give the greatest effect, and secondary, ineffective areas of activity are cut off. This approach is quite justified in cases of the formation of financial industrial groups based on enterprises of the most advanced, knowledge-intensive industries that determine the priority areas of scientific and technological progress (for example, in the fuel and energy complex, the electronics industry and a number of others). It allows, without violating industry specialization, to expand the scope of operation of financial industrial groups by penetrating into related areas of activity.

The types of financial and industrial groups and the criteria for their formation are presented on rice. 25.1. The nature of the activities of financial industrial groups and the degree of their universalization are determined by economic feasibility, on the one hand, and the degree of development of market relations in the country, on the other. As experience shows, there is currently a steady trend towards universalization of leading financial and industrial groups.

Rice. 25.1.
Classification of financial and industrial groups

The creation of financial and industrial groups is carried out in several ways: on the initiative of participants, by decision of government bodies, by intergovernmental agreements. The most common is the voluntary pooling of capital of individual participants and the establishment of a joint stock company, which is a newly created organizational structure with all economic and legal powers and corresponding legal and economic responsibility. The second method is the voluntary transfer by the participants of the created financial-industrial group of blocks of their shares for the management of one of the group members, as a rule, a bank or financial-credit institution. The third method consists in the acquisition by one of the group members of stakes in other enterprises and organizations, which as a result become members of the financial and industrial group. Such acquisition of shares is not always voluntary and may be organically connected with the processes of mergers and acquisitions of one company by another.

Trends in the formation of financial and industrial groups reflect the patterns of development of world production and are universal in nature. These patterns include: concentration of capital (mergers and acquisitions, creation of strategic alliances); integration of industrial and financial capital; diversification of forms and areas of activity. In the same row are the globalization of activities (distribution of goods and services, creation of subsidiaries in the most attractive foreign markets), internationalization of capital (growth of transnational companies, attraction of foreign investment, etc.). It is also necessary to highlight the securitization of company assets, the use of the latest information technologies, and the dissemination of international standards for regulating national markets (capital, goods, services, labor).

The international financial and industrial group is a structure consisting of a parent company and branches, branches, and subsidiaries in other countries. The higher the degree of internationalization of the capital of a financial industrial group, the more, other things being equal, the greater the number of foreign branches included in its structure. It is typical that not only the production divisions of financial and industrial groups are transferred abroad, as was observed earlier, but also their financial links, which helps to accelerate the financial transactions of the group and allows one to take advantage of the peculiarities of the market conditions in different countries with maximum effect (different exchange rates, unequal inflation rates, tax benefits, etc.).

FIGs are large integrated structures of various types, in which financial institutions play no less a role than industrial ones. They are organized according to the horizontal principle - the unification of multi-industry industries (Fig. 25.2), and vertical integration -

Rice. 25.2.
Associative form of associations of organizations

(horizontal type of integration)

along technological chains (Fig. 25.3). The creation of FP G implies the unification “under one roof” of three structures: financial- bank, investment company, pension fund, consulting firm, brokerage houses, foreign trade, information and advertising departments; production- manufacturing enterprises; commercial- foreign trade companies, commodity exchange, insurance, transport and service companies.

Rice. 25.3.
Vertically integrated financial and industrial group with one leading link

In developed countries, banks are centers of financial and industrial structures (Fig. 25.4). Working for a certain range of enterprises, the bank has good

Rice. 25.4.
Conditional organizational structure of “banking” financial and industrial groups

Shaw is aware of the processes of movement of their funds. If any problems arise, he immediately takes the necessary measures, because the results of a particular production process affect his own economic interests. On the other hand, the legal and regulatory system presupposes the bank’s responsibility to society: if the financial situation of an enterprise participating in a financial industrial group worsens, the bank takes an active part in reorganization, i.e., carrying out structural changes and certain cash injections that require the bank to have a stable financial position. Financial stability can be different and is influenced by a combination of many factors, but only it creates a favorable climate for the integration of banking and industrial capital. The level of financial stability of the bank determines the level of its “competence” as a participant in the financial industrial group. In vertical financial industrial groups operating on the principle of a closed technological chain, as well as horizontal cartel-type associations, the bank is intended purely for internal settlements.

The creation and operation of financial industrial groups makes it possible to resolve issues of more efficient investment of enterprises by attracting internal and external investments by obtaining loans, placing securities issues, and concentrating funds of group members in order to produce competitive products. A modern financial and industrial group is characterized by efficiency and agility in managing the flow of financial resources both between the parent company and branches, and between the branches (divisions) themselves. The choice of financing an operation - from the center (parent company) or at the branch level - is predetermined by the general strategy of the company, as well as tactical preferences in the field of organizing internal financial flows. Expansion of the scale of financial and industrial groups due to an increase in the number of foreign divisions can be carried out through an increase in direct foreign investment. This could be financing the construction of new production facilities abroad or the purchase of a controlling stake in existing enterprises.

Financial and industrial groups have a number of advantages over other market entities in economic and financial terms:

The technological chain from the extraction of raw materials to the release of final products is being strengthened, and the integration of production is increasing;

Diversification of activities gives greater stability to the group's enterprises and increases the competitiveness of their products;

Real prerequisites and opportunities for structural restructuring of production are being created;

There are prospects for accumulating significant capital to achieve set production and financial goals;

Real opportunities arise for maneuvering financial resources both within the financial industrial group itself and outside it, expanding the scale of activity and spheres of influence;

There is a redistribution of capital between various divisions of the financial industrial group in accordance with the strategic choice of the group;

The financial strength of the group, its financial stability and the ability to use advanced capital with maximum efficiency are increased.

The organizational structure of financial industrial groups is characterized by decentralization of management while simultaneously increasing the efficiency of the organizational structures of individual units included in the group, a clear distribution of powers and responsibilities, and reliable mechanisms for making coordinated management decisions. Due to the inclusion of research and development units in the structure of financial industrial groups, and consequently, their approach to the direct consumer, the time for introducing scientific and technical developments into production is reduced. Thanks to the presence of a single marketing service, gaps in the supply and distribution chain are eliminated, which helps to accelerate capital turnover.

Making economically sound investment decisions is essential to the sustainability of the financial position of the group as a whole. Therefore, the structure of financial industrial groups, as a rule, has special analytical units, which include highly qualified experts responsible for assessing investment projects and the validity of decision-making.

Among the areas of activity that contribute to the revitalization of investment processes, the following have a major role to play:

♦ formation within the framework of financial industrial groups of investment companies created on the principle of direct financing, i.e., under equity securities. In order to increase the interest of credited organizations in this process, it is necessary to provide for the possibility of subsequent repurchase of securities;

♦ creation of venture funds at the expense of all FIG participants, whose task is to finance the most risky investment projects;

♦ widespread use of the mechanism for creating joint ventures and subsidiaries with the aim of organically combining the financial resources of members of financial industrial groups.

To increase the efficiency of FIG, it is advisable to solve the following problems:

Actively include not only large, but also medium-sized and even small enterprises in financial industrial groups, turning them into large satellites and developing close cooperative ties;

Expand the mechanism for creating subsidiaries and joint ventures within financial industrial groups, including with the attraction of foreign capital;

Expand the corporate basis for creating financial and industrial groups, which will make it possible to restore technological chains on a reliable economic basis and develop cooperation between enterprises;

♦ diversify the types and forms of activity of financial organizations within groups, including not only universal, but also specialized banks, investment funds and financial companies, which make it possible to widely attract temporarily free financial resources while reducing the risk of losses;

♦ expand state participation in investing in projects within the financial industrial group, but not through the direct allocation of budgetary allocations, but through an interbank loan;

♦ to intensify the creation of regional financial industrial groups with the attraction of funds from local budgets and regional branches of banks.

Experience shows that recently the motivation of enterprises to join financial and industrial groups has sharply increased. This is due to the opportunity to ensure shareholder control over enterprises and financial and credit institutions in the interests of establishing profitable technological and economic ties. Many are attracted by the prospect of joint implementation of priority federal and regional programs, receiving the necessary government support, resources for replenishing working capital and technical re-equipment of production, and developing long-term and promising investment projects.

The incentives for the creation of financial and industrial groups currently include:

♦ the desire to make real investments in production as a result of association with financial and credit institutions;

♦ state guarantees for external investments;

♦ the opportunity to receive government support provided for by law;

The existing financial and industrial groups are widely diversified: they cover about 100 areas of industrial activity. The priority areas are: production of passenger cars; aircraft manufacturing; production of cast iron and metal products; production of iron ore concentrate; non-ferrous metallurgy (production of nickel, copper, aluminum); production of rolled metal, pipe production; production of chemical products, etc.

The formation of Russian financial industrial groups occurs on the basis of a holding or a combination of capital (participation system). A holding presupposes the presence of a parent and subsidiary companies, where the first owns controlling stakes in the others. This is achieved in two ways:

1) the creation of new enterprises with a decisive voting right in the management structure of financial industrial groups;

2) purchasing controlling stakes in operating enterprises directly or through subsidiaries.

The idea of ​​creating a holding company is to combine different types of businesses so that synergy arises between them or their mutual influence increases. One of the varieties of such an association is the formation of a holding-type industrial and financial group under the control of the bank. In this case, enterprises seem to acquire an effective owner who is capable of ensuring their sustainable development and has the necessary resources for this. To coordinate the investment activities of the group, a single holding company is formed, exercising control through the boards of directors of banks and enterprises. There are a number of types of holdings: state holding structures; holdings in integrated companies; holdings in conglomerates; bank holding structures.

Russian financial industrial groups are formed mainly by merging large enterprises that already have a dominant or significant position in certain market segments, but are gradually losing it, at least in relation to Western producers. By uniting into financial and industrial groups, enterprises gain the opportunity to control certain sectors of the economy. However, the inclusion of mainly large enterprises in financial industrial groups negatively affects the flexibility and dynamism of their management structure.

In a number of cases, financial and industrial groups in Russia are created on the initiative of government bodies and are a reflection of the selective policy of the state in the field of structural restructuring of the economy. The state strives to make financial industrial groups strongholds of industrial policy in order to implement macroeconomic policy by influencing their activities. In addition, a financial-industrial group is a structure that, due to its special position in the market, allows for the redistribution of investment funds from developed industries to lagging ones (subject to the principles of interaction between the financial-industrial group and the state). In order for FIGs to actually perform the function of a structure-forming element of the modern Russian economy, it is necessary to proceed from the following principles of state policy:

Creation of a favorable environment and special selective support for the formation of financial industrial groups in accordance with the strategic directions of industrial and social policy, the tasks of raising and equalizing living standards in different regions;

♦ ensuring the public legal nature of the FIG’s activities and its transparency;

♦ development of a special mechanism for influence and cooperation between the state and financial industrial groups, based not so much on the provision of benefits and direct subsidies from the state, but on a system of compliance with mutual rights and obligations.

Often, on the initiative of the local administration and under its control, financial and industrial groups are created to solve the socio-economic problems of the region (Fig. 25.5). The local administration provides a system of financial support measures for financial industrial groups:

♦ exemption in whole or in part from property taxes;

♦ preferential rent or transfer for temporary free use of property that is the property of the region;

♦ transfer to trust management of blocks of shares (regionally owned) of enterprises that are technologically related to the main activities of the group, but are not part of it;

♦ provision of investment tax credit.

The main sources of financing the activities of the financial and industrial group are investment loans from participating banks, financing from the budget for targeted programs, loans and direct investments from banks that are not participants in this financial industrial group, and the own funds of enterprises.

World experience shows that financial and industrial groups, including industrial enterprises, research organizations, trading firms and banks, many associative structures based on

Rice. 25.5.
Conditional organizational structure of “regional” financial and industrial groups

internal contractual relations have become a kind of framework for the market economy of a number of countries. It is at this level of organization of production potential that rational partnerships and contractual relations with government bodies are ensured, preparation, coordination and control of the implementation of corporate plans and programs of joint activities of a number of economic entities is carried out. At the same time, the attraction of external investors, the development and implementation of a corporate strategy for activity in the stock market, and the performance of other management functions related to the implementation and protection of the interests of shareholders are intensified.

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Financial and industrial group (FIG)

FINANCIAL-INDUSTRIAL GROUP (FIG) - a set of legal entities operating as main and subsidiary companies or who have fully or partially combined their tangible and intangible assets (participation system) on the basis of an agreement on the creation of a financial industrial group for the purpose of technological or economic integration for the implementation of investment and other projects and programs aimed at increasing competitiveness and expanding markets for goods and services, increasing production efficiency, and creating new jobs.

The year of the appearance of the first financial industrial groups in the Russian Federation should be considered 1994 - the time of large-scale privatization. The need to preserve existing economic ties, long-term pooling of capital and labor resources to conduct certain activities overpowered the tendency to formal separation of organizations previously connected by the roof of one production association or even one state enterprise.

On December 5, 1993, the President of the Russian Federation signed Decree No. 2096 “On the creation of financial and industrial groups in the Russian Federation” (currently no longer in force), which approved the Regulations on financial industrial groups and the procedure for their creation. According to clauses 1 and 2 of the Regulations, FIGs were recognized as a group of enterprises, institutions, organizations, credit and financial institutions and investment institutions registered in accordance with the Regulations, the combination of capital of which was carried out in the manner and under the conditions provided for by the Regulations. FIG participants could be any legal entities, including foreign ones.

FIGs could be created:

On a voluntary basis;

By consolidating by one group member the blocks of shares of other participants acquired by it;

By decision of the Council of Ministers - the Government of the Russian Federation;

Based on intergovernmental agreements.

It was with intergovernmental agreements that the creation and activities of financial industrial groups began. On March 28, 1994, an Agreement was signed in Moscow between the Government of the Russian Federation and the Government of the Republic of Kazakhstan on the basic principles of creating the Russian Federation. - Kazakh financial and industrial groups; September 9, 1994 in Almaty - Agreement between the Government of the Russian Federation and the Government of the Republic of Kazakhstan on the creation of an interstate financial and industrial group, etc.

The formation of financial industrial groups on a voluntary basis or through the consolidation of shareholdings was carried out by:

Establishment by members of the group of open-type joint-stock companies in the manner prescribed by the legislation of the Russian Federation;

Transfer by group members of their owned blocks of shares of enterprises and financial institutions included in the group into trust management to one of the group members;

Acquisition by one of the group members of stakes in other enterprises, as well as institutions and organizations that become members of the group.

The Council of Ministers - the Government of the Russian Federation, taking into account the antimonopoly legislation of the Russian Federation, determined the size of blocks of shares, the transfer to trust management or acquisition of which led to the formation of financial industrial groups.

The use of the phrase “FIG” in the name of an enterprise, institution, or organization was allowed only in cases where the status of this group was confirmed by a corresponding entry in the Register of FIGs of the Russian Federation.

A distinctive feature of this stage of the creation of financial industrial groups was the possibility of introducing an expert element into the notification procedure for their creation. Despite the fact that FIG was by its nature an ordinary association of legal entities, the possibility of creating such could be made dependent on the positive conclusion of an interdepartmental expert group created by the Ministry of Economy of the Russian Federation, the Ministry of Finance of the Russian Federation and the State Attestation Commission.

Financial-industrial groups, in accordance with the Federal Law of the Russian Federation dated November 30, 1995 No. 190-FZ “On Financial and Industrial Groups,” can be created only in two ways - either by acquiring shares (stakes) of each other in such a ratio that leads to the emergence of a system of relations between the main and subsidiary companies , or the creation of a special joint-stock company (central company) for the management of the financial industrial group. In the first case, the participants of the financial industrial group are the main and subsidiary companies, in the second - the joint-stock company and its founders. The central company is created and registered before the creation of the financial industrial group in accordance with the general procedure.

Financial industrial groups may include commercial and non-profit organizations, including foreign ones, with the exception of public and religious organizations (associations). However, participation of a legal entity in more than one financial and industrial group is not allowed. Among the participants of the financial industrial group, there must be organizations operating in the production of goods and services, as well as banks or other credit organizations. Subsidiary business companies and enterprises can be part of a financial industrial group only together with their main company (unitary founding enterprise). FIG participants can be investment institutions, non-state pension and other funds, insurance organizations, whose participation is determined by their role in ensuring the investment process in the FIG.

The set of legal entities forming a financial industrial group acquires such status by decision of the Ministry of Industry on its state registration. For state registration, the central company of the financial-industrial group (and when creating a financial-industrial group through mutual participation - participants of the financial-industrial group) submits the following documents to the authorized state body:

Application for the creation of a financial industrial group;

Agreement on the establishment of a financial industrial group (with the exception of financial industrial groups formed by the main and subsidiary companies);

Notarized copies of the registration certificate, constituent documents, copies of registers of shareholders (for JSC) of each of the participants, including the central company of the financial industrial group;

Organizational project;

Notarized and legalized constituent documents of foreign participants;

MAP conclusion.

The Government of the Russian Federation may establish additional requirements for the composition of submitted documents. The decision on state registration of financial industrial groups is made on the basis of an examination of the submitted documents.

The agreement on the creation of a financial industrial group must determine:

FIG name;

The procedure and conditions for establishing the central company of a financial industrial group;

The procedure for the formation, scope of powers and other conditions for the activities of the board of governors;

The procedure for making changes to the composition of financial industrial group participants;

Volume, procedure and conditions for combining assets;

The purpose of the association of participants;

Contract time.

Other conditions are established by the participants based on the goals and objectives of the FIG and compliance with the legislation of the Russian Federation.

The organizational project of a financial industrial group is a package of documents submitted by the central company to the authorized state body and containing the necessary information about the goals and objectives, investment and other projects and programs, the expected economic, social and other results of the financial industrial group, as well as other information necessary to make a decision on registration.

The State Register of Financial Industrial Groups is a unified data bank containing the necessary information on the state registration of financial industrial groups. The composition of information and the structure of the register are determined by the Government of the Russian Federation.

The management and conduct of the affairs of a financial industrial group is carried out either by the Board of Governors (when creating a financial industrial group through a participation system) or by a central company. The Board of Governors consists of representatives of all participants of the financial industrial group. The appointment of a representative to the council is carried out by decision of the competent management body of the financial industrial group participant. The competence of the board of governors is established by the agreement on the creation of the financial industrial group.

The central company of the financial industrial group makes decisions on issues within its competence in the manner established by the legislation on joint stock companies.

Participants of financial industrial groups engaged in the production of goods and services may be recognized as a consolidated group of taxpayers; they can also maintain summary (consolidated) accounting, reporting and balance sheets of financial industrial groups; for the obligations of the central company arising as a result of participation in the activities of the financial industrial group, its participants bear joint liability.

FIGs have the right to count on state support for their activities by decision of the Government of the Russian Federation, and specifically on:

a) offset of the debt of a financial industrial group participant whose shares are sold at investment competitions (auctions) to the amount of investments provided for by the terms of the investment competitions (auctions) for the buyer - the central company of the same financial industrial group;

b) granting participants of the financial-industrial group the right to independently determine the terms of depreciation of equipment and the accumulation of depreciation charges with the use of the received funds for the activities of the financial-industrial group;

c) transfer to the trust management of the central company of a financial-industrial group of blocks of shares of participants of this financial-industrial group temporarily assigned to the state;

d) providing guarantees to attract various types of investments;

e) provision of investment loans and other financial support for the implementation of financial industrial group projects. State authorities of the constituent entities of the Russian Federation have the right, within their competence, to provide additional benefits and guarantees to financial industrial groups. The Central Bank may provide banks that are participants in a financial industrial group and carry out investment activities in it with benefits that provide for a reduction in mandatory reserve requirements and changes in other standards in order to increase their investment activity.

A financial industrial group is considered liquidated from the moment the certificate of registration expires and is removed from the register.

FIG is liquidated in the following cases:

The adoption by all participants of the financial industrial group of a decision to terminate its activities;

The entry into force of a court decision to invalidate the agreement on the creation of a financial industrial group;

A violation of the legislation of the Russian Federation during the creation of a financial industrial group established by a court decision that has entered into legal force;

Expiration of the agreement on the creation of a financial-industrial group, if it is not extended by the participants of the financial-industrial group;

The adoption by the Government of the Russian Federation of a decision to terminate the registration certificate of a financial industrial group due to the non-compliance of its activities with the terms of the agreement on its creation and the organizational project.

The obligations of the participants of a financial industrial group to fulfill the agreement on the creation of a financial industrial group in the event of its liquidation are valid, since this does not contradict the Federal Law and the Civil Code of the Russian Federation.

Belov V. A.

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Financial and industrial groups (FIG) - associations of industrial enterprises with financial institutions based on the relations of economic and financial interaction established between them. The most important type of financial and industrial groups is a concern - an association of several commercial and industrial enterprises under common financial management.

Tasks :

intensifying transformations in the economy;

improvement of the investment situation;

development of competitiveness of domestic goods.

The state legislatively determines the general norms and rules of business, provides the legal basis for the implementation of economic legislation, supports effective competition by establishing measures against market monopolization, and provides support to national producers.

The main goal of creating financial and industrial groups is technological or economic integration for the implementation of investment projects and programs aimed at increasing production efficiency, creating new jobs, increasing competitiveness and expanding markets for goods and services.

The disadvantages of existing financial industrial groups as a form of enterprise integration are the characteristic Russian dominance of insider control at enterprises, the weak structure of ownership and corporate governance, the insignificant role of centralized decision-making, and, as a consequence, the relative weakness of integration processes.

There are three possible ways to merge enterprises:

1. On a voluntary basis - with or without legal registration of constituent documents;

2. By consolidating by one group member (this can be either an enterprise or a bank) the blocks of shares of other participants acquired by it.

3. By administrative means - the creation of associations by decision of the Government of the Russian Federation, regional authorities, or on the basis of intergovernmental agreements.

Financial and industrial groups can be classified as follows, based on what exactly the founders of financial industrial groups want:

1. The first type of financial industrial group can be formed on the initiative of financial institutions interested in a reliable and fairly profitable investment of funds.

Financial industrial groups of this type are distinguished by a wide variety of enterprises included in them, which may be completely unrelated to each other either in production cooperation or in other economic interests. This type of financial industrial group arises as a result of diversification of the capital of financial and credit institutions, increasing its reliability in changing market conditions.

2. The second type of financial industrial group may arise if it is necessary to ensure the production and technical development of a group of industrial enterprises and research organizations that have common interests in technological interaction in the creation of certain products and the development of new technologies.

The organizers of this form of financial industrial group are industrial enterprises, but they need investments available from banks, insurance and investment companies.

Since financial and credit institutions are particularly unwilling to finance industry, industrial enterprises are forced to create their own banks.

3. This type of financial industrial group is designed to promote the formation of the public sector in the economy. The embryos of such financial industrial groups have already been created in the form of holding companies. To turn them into financial industrial groups, it is necessary to introduce a large financial and credit institution into their composition.

4. This type is intended to be created on the basis of intergovernmental agreements.

These FIGs have two features:

They are created with the participation of foreign capital attracted by intergovernmental agreements in various forms,

The list of Russian financial industrial group participants is determined by the Government of the Russian Federation from among enterprises with a state ownership share in their capital of at least 25%.

It is also necessary to distinguish between formal and informal financial and industrial groups. Most industrial FIGs are officially registered, while most banking FIGs are informal.

The largest financial and industrial groups in Russia are : Alfa Group, Basic Element, High-Speed ​​Fleet, Interros, Rosstroy, Nafta-Moscow, Renova, Severstal Group, Sistema (group), Gazprom.

Abroad - the largest catalyst production company Grace (USA), Conoco-Phillips, Arabian company Aramco (oil production company), petrochemical complex SABIC.

Financial and industrial groups of Japan

Financial and industrial groups in Japan do not have a legally established organization and a single official control body (which removes them from the scope of antitrust laws). Coordination of the group's activities is carried out on the basis of meetings of the presidents of their member corporations and banks. At these meetings, decisions are made on the group's policies in the field of prices, investment and production development, relationships with other groups and corporations, government agencies and political parties. An important integrating role in financial and industrial groups belongs to universal trading companies. To their previous functions - suppliers of raw materials and organizers of sales of products of the group companies, including abroad - a number of new ones have recently been added, primarily the provision of all kinds of information and marketing services. There are 6 main financial and industrial groups in Japan. The three main financial and industrial groups are Mitsubishi, Mitsui and Sumitomo. At the center of each of them is a powerful commercial bank. The Mitsubishi Group includes corporations from almost all industries, but it occupies a particularly strong position in the production of equipment and the construction of nuclear power facilities, in the aerospace industry, the production of military equipment, equipment for the mining industry, and electrical engineering. They are also characterized by a lower degree of mutual shareholding and a smaller share of intra-group turnover in the total volume of transactions of the companies included in these groups. In the sectoral composition of the latter, the share of firms operating in high-tech, knowledge-intensive industries is relatively high.

Financial and industrial associations of continental Europe

The total number of financial and industrial groups in the Federal Republic of Germany today that have general economic significance does not reach ten. The three leading financial industrial groups are headed by the largest national banks: Deutsche Bank AG, Dresdner Bank AG and Commerzbank AG. They account for, respectively, 1/3, 1/4 and 1/8 of the country's share capital.

The core of financial industrial groups created on the basis of bank data is formed by several (from 3-5 to 10) banking, industrial, trade, insurance and transport monopolies, often penetrating into other areas of the economy.

Commercial banks, which are the undisputed center of the group, are universal credit and financial complexes combining credit and settlement activities with a wide range of services.

The production activities of industrial concerns mainly cover one specific industry or sub-sector of the economy, where large-scale and mass production is developed based on the use of high technologies. The exceptions are the Siemens concern, which extends its activities to the entire electrical industry, and the Thissen concern, which covers the steel industry.

In turn, many large and medium-sized companies are grouped around a relatively stable core, forming a rather amorphous periphery compared to the core. On average, the group's parent holdings own shares and control the activities of about 150 companies.

In addition to the three largest financial industrial groups in Germany, which are headed by the country's leading banks, there are also financial industrial groups where banking capital has several representatives equal in strength and importance, and the cementing link is an industrial association (concern).

In France, the most widespread are financial and industrial associations created around the largest industrial complexes (for example, Elf Aquitane, Company Française de Petrole (petrochemical industry); Company Generale Electricité (electronics and electrical engineering) and etc.).

Along with industrial groups, trade groups also became widespread in France. Large trading companies (Cora, Intermarche, Oshan) stood at the origins, and subsequently controlled a number of banks (Bank Accord, Bank Chabrier), extending their influence to some sectors of the French economy.

A characteristic feature of financial and industrial groups in Sweden is the predominance of industrial associations associated with the families of large Swedish businessmen and financiers. In general, financial industrial group data demonstrate characteristics similar to financial and industrial associations in Germany. As in the German groups, cross-shareholding has become widespread, reaching up to 25%.

In the Italian economy, banking financial and industrial groups occupy a dominant position. First of all, this is due to the fact that raising capital through additional issues of shares by industrial enterprises did not lead to the expected results. Therefore, Italian concerns, in order to increase capital investments, were forced to resort to the use of bank loans, in turn, becoming more and more dependent on the banks lending to them.

In addition to private companies, state-owned concerns, which form the basis of state financial and industrial associations, have become quite widespread in Western European countries.

All state holding companies are financed by the state, are exempt from paying interest on capital received, and have the right to issue state-guaranteed bonds, with 65% of annual profits transferred to the state treasury. They are given greater autonomy to develop their own market strategy.

Examples of such structures involved in the management of state property that operate in other countries include the National Institute of Industry (INI) in Spain - the largest state-owned holding in Western Europe, formed in 1941 on Franco’s personal initiative. In France it is Renault (National Directorate of Renault Factories).

Financial and industrial groups in the Russian economy

By 2006, the official Register of financial and industrial groups included 75 financial and industrial groups, uniting a total of 1,212 enterprises that employed 3.33 million people. In addition to officially registered groups, a significant number of informal financial and industrial groups have also emerged.

The negative side of the activities of large financial and industrial groups in a transition economy is that they can block the activities of their member enterprises in certain areas. As a result, these enterprises may be less adaptable to rapid changes in the external environment than independent small and medium-sized enterprises.

A blocking effect of a different kind is also associated with the activities of financial industrial groups. The history of the development of universal banks in Germany, Japan and Korea shows that after the establishment of ties between financial and industrial companies, the economy may find itself within the rigid boundaries of such a system, as a result of which the development of financial markets according to the Anglo-Saxon model becomes impossible. All credit resources in the economy are distributed among these groups, while small firms outside them face severe financial restrictions.

Most industrial FIGs are officially registered, while most banking FIGs are informal (two important exceptions are the Rosprom group, led by Menatep Bank, and the Interros group, led by ONEXIM Bank). Industrial financial and industrial groups were usually formed on the basis of economic ties that existed in a socialist economy. Their founders, as a rule, were former Soviet industrial ministries or large industrial companies. In both cases, companies included in financial industrial groups can integrate vertically or horizontally.

Informal financial and industrial groups formed around large banks and gradually diversified their activities to a greater extent. Initially, they concentrated their efforts in certain industries (for example, Inkombank focused on the food industry, Alfa-Bank on construction and the food industry). However, at the second stage of privatization (during the so-called loans-for-shares auctions), banks entered into profitable deals, regardless of whether they previously controlled enterprises in the relevant industries (in particular, all large financial and industrial groups acquired oil companies).

Officially registered and informal financial and industrial groups differ in the degree of integration. Integration in informal groups is based on cross-ownership, while coordination of the activities of members of formally registered groups is carried out through long-term contracts. Thus, integration in officially registered groups is less deep. Instead of mutual exchange of shares, members of officially registered financial and industrial groups enter into cooperation agreements that help them coordinate their activities and ensure an interest in the results of each other's economic activities.

However, it can be noted that there is a clear evolution in the relationship between companies that are members of statutory groups towards cross-ownership. This fact confirms the idea that officially registered financial and industrial groups represent an intermediate stage in the formation of the ownership structure in the Russian economy.

Thus, a set of independent companies and companies that are members of informal financial-industrial groups can generally behave in almost the same way as a set of companies that are members of financial-industrial groups.

Based on information about the ownership structure, we will divide informal financial and industrial groups into three categories:

Banking groups (where the largest Russian banks play a central role in implementing integration);

Industrial groups, or holding-type structures;

Groups coordinated by regional administrations.