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Association of enterprises, creation of financial and industrial groups. Russian business law

  • Subject and course system
    • Entrepreneurial activity as a subject of legal regulation
      • The relationship between the concepts “entrepreneurial activity”, “economic activity”, “economic activity”, “ commercial activity»
      • Forms and types of entrepreneurial activity
    • The concept of business law and its place in the structure of Russian law
    • Principles of business law
      • Basic principles of business law
    • Business law methods
    • Legal relations arising in the field of entrepreneurial activity
  • Sources of business law
    • Concept and types of sources of business law
      • Business legislation and the main directions for its improvement
      • Business legislation system
    • Business customs as a source of business law
    • Application of international law
    • Role judicial practice in the legal regulation of relations in the field of entrepreneurial activity
  • Legal status of individual business entities
    • Business entities: concept and types
    • Individual form of entrepreneurship
      • Legal capacity of an individual entrepreneur
      • Licensing of an individual form of entrepreneurship
    • Collective forms of entrepreneurship
      • General partnerships
      • Partnership of Faith
      • Limited Liability Companies (LLC)
      • Joint-stock companies (JSC)
      • Production cooperatives (PCs)
      • State and municipal unitary enterprises
    • Small businesses
      • Business associations
        • Classification of holdings
        • Methods for creating holdings. Participation system
    • Financial and industrial groups
    • Other forms of business associations
    • Not commercial organizations as business entities
  • Creation and termination of activities of business entities
    • Procedure and methods for creating business entities
    • State registration of business entities
    • Reorganization of collective entrepreneurship entities
    • Liquidation of collective enterprises
  • Insolvency (bankruptcy) of business entities
    • Concept, criteria and signs of insolvency (bankruptcy)
      • Bankruptcy criteria
      • Signs of bankruptcy
    • Legal status of participants in legal relations of insolvency (bankruptcy)
    • Legal status of the creditor
    • Legal status of the arbitration manager
    • Arbitration court as a participant in legal relations of insolvency (bankruptcy)
    • Insolvency (bankruptcy) procedures
      • Observation. The concept of observation. “Neutrality” of the procedure
      • Financial recovery
      • External control. Goals and reasons for introducing external management
      • Bankruptcy proceedings
      • Settlement agreement. Settlement in bankruptcy and lawsuits
  • Legal regime of property of business entities
    • Concept and types of property of business entities
    • Legal forms of ownership of property by business entities
    • Legal regime of certain types of property
      • Legal regime of funds
      • Legal regime of securities
      • Legal regime of profit
  • Privatization of state and municipal property
    • Concept and main goals of privatization
    • Privatization legislation
    • Subjects and objects of privatization legal relations
    • Procedure and methods of privatization
  • Mechanism of state regulation of business activities
    • State regulation of business activities: concept, types, grounds and limits
    • Methods, means and forms of state regulation of business activities
    • State control over business activities
  • State regulation of functional types of economic activity
    • Antimonopoly regulation of business activities
      • Subjects of competition
      • Antimonopoly legislation
      • Concept and types of monopolies
      • Monopolistic activity of competition subjects
      • Antimonopoly authorities
      • Sanctions for violation of antimonopoly laws
    • Technical regulation
      • Technical regulations
      • Standardization
      • Conformity confirmations
      • State control (supervision) over compliance with the requirements of technical regulations
    • State regulation of pricing
      • Pricing as a type of economic and legal activity
      • Legislation on prices and pricing and the main directions for its improvement
      • Public legal regime for pricing
    • Government regulation innovation activity
      • Sources of legal regulation of innovation activities
      • Subjects and objects of innovation activity
      • Public legal regime for carrying out innovative activities
    • State regulation of investment activities
      • Subjects of investment activity
      • Objects of investment activity
      • Public legal regime for carrying out investment activities
      • Features of certain forms of activities carried out by foreign investors on the territory of the Russian Federation
    • State regulation of foreign economic activity
      • Sources of legal regulation of foreign economic activity
      • Subjects and objects of foreign economic activity
      • Public legal regime for carrying out foreign economic activity
  • State regulation of industry types of business activities
    • State regulation of banking activities
      • Concept and structure of the banking system of the Russian Federation
      • Sources of legal regulation of banking activities
      • Legal status credit banking organizations
      • Public legal regime for banking activities
    • State regulation of exchange activities
      • Sources of legal regulation of exchange activities
      • Subjects of exchange activities
      • Public legal regime for carrying out exchange activities
    • State regulation of insurance activities
      • Sources of legal regulation of insurance activities
      • Subjects of insurance activities (insurance business) and participants in insurance relations
      • Objects of insurance
      • Public legal regime for carrying out insurance activities
    • State regulation of professional entrepreneurial activity in the securities market
      • Sources of legal regulation of professional entrepreneurial activity in the securities market
      • Subjects of professional entrepreneurial activity in the securities market
      • Public legal regime for carrying out professional business activities on the securities market
    • State regulation of auditing activities
      • Types of audit
      • Sources of legal regulation of auditing activities
      • Subjects of audit
      • Public legal regime for auditing activities
    • State regulation of valuation activities
      • Sources of legal regulation of valuation activities
      • Subjects and objects of valuation activities
      • Public legal regime of valuation activities
  • Entrepreneurial agreement
    • Entrepreneurial agreement: concept, types and scope of application
    • Features of the procedure for concluding a business agreement
    • Features of changing and terminating a business agreement
    • Execution of a business agreement: concept, principles
  • Responsibility in the field of business activity
    • Concept, types and grounds for applying liability
    • Penalty: concept, types and procedure for collection
    • Losses: concept, types and procedure for recovery

Financial and industrial groups

An analysis of modern trends in the economic sphere shows that the integration of financial (banking) capital and industrial potential is an objective pattern of the emergence and development of powerful financial and industrial associations. In industrialized countries, this integration is almost complete; a few (compared to other business structures) transnational companies (TNCs), financial-industrial groups (FIGs), as well as other financial-industrial associations have been created and are successfully operating in the domestic and foreign markets.

Thus, as a result of the union of banking and industrial capital in the United States, large financial associations were created in the form of family groups (Morgans, Rockefellers, Mellons, etc.). The practice of merging of the largest concerns and banks in Germany is interesting (for example, the financial groups Deutsche Bank, Dresdner Bank, Commerce Bank). Large financial associations operate in France and other European countries.

According to estimates by O. N. Soskovets, President of the Association of Financial and Industrial Groups of Russia, more than 80 groups have currently received official financial-industrial status. They included, on a voluntary basis, 1000 industrial enterprises and organizations, more than 80 financial and credit institutions. The total number of employed is approaching 4 million people. The groups ensured an increase in product output by 3.5%, the volume of products sold - by 5%, exports - by 10%, investments - by 6%. These are the statistics that hide the positive dynamics of the development of financial and industrial groups in Russia.

In this regard, one remark: FIG is, figuratively speaking, a piece product, and therefore one should not get carried away with quantitative indicators. Our country has already experienced a stock exchange and banking boom.

Legislation on financial industrial groups. The problem of the formation and development of financial and industrial associations in the Russian Federation is connected not only with political, socio-economic, but also with legal issues. Relatively recently (November 30, 1995), Russia adopted the Federal Law “On Financial and Industrial Groups” (hereinafter referred to as the FIG Law), which established the legal basis for the creation, activities and liquidation of financial and industrial groups. With its adoption, Decree of the President of the Russian Federation of December 5, 1993 No. 2096 “On the creation of financial and industrial groups in the Russian Federation” lost its legal force. Due to the adoption of Federal Law No. 115-FZ of June 22, 2007, the Law on Financial Industrial Groups ceased to apply. What does this turn of events mean in practice?

Firstly, the legislator abandoned the idea of ​​​​existence of a special law on financial industrial groups (as well as the Law on holdings) for various reasons. The FIG Law, despite its youth, has been the subject of criticism not only from lawyers, but also from economists. Thus, V.D. Rudashevsky rightly noted that the said Law should be an act of direct action, but half of its 22 articles contain references to administrative acts, decisions of the constituent entities of the Federation and international agreements on almost all issues of fundamental importance. There were also specific gaps and shortcomings in the Law.

Secondly, the Law on Financial Industrial Groups played a role in the conditions of Russia’s transition to a market economy. Then he found himself unclaimed. Not a single change or addition was made to it. As they say, the law has done its job, the law can retire!

Thirdly, Art. 15 of the Law provided for measures of state support for the activities of financial industrial groups. Among them is the provision of investment loans and other financial support for the implementation of financial industrial group projects, as well as government guarantees to attract various types of investments. The Bank of Russia was able to provide banks participating in financial industrial groups with benefits that included reducing mandatory reserve requirements and changing other standards in order to increase their investment activity.

The Government of the Russian Federation and the executive bodies of the constituent entities of the Federation could provide other benefits for participants of financial industrial groups. State support for the activities of financial industrial groups - next direction improving legislation.

In real life, the state does not fulfill its obligations to provide state support to financial industrial groups. The situation with financial and industrial groups is reminiscent of the situation with small businesses. The current legislation on small business proclaims a number of measures for state support and stimulation of small businesses. However, there is more legislative rhetoric and pathos here.

Fourthly, in the real Russian economy, holding structures have noticeably “gained weight” and ousted financial industrial groups from the ranks of business associations. To some extent, this was facilitated by the existing confusion in the status of the holding and the financial and industrial group. A simple example: holdings are not registered, but financial-industrial groups were subject to registration in the manner prescribed by the Law on Financial-Industrial Groups. Now they (holdings and financial industrial groups) are placed in an equal position. There was a mixture of holdings and financial industrial groups at other points of intersection. For example, when creating a financial industrial group, a holding model of constructing and managing a group of individuals was often used.

Fifthly, judging by the speed of adoption of the law on the loss of legal force of the Law on Financial Industrial Groups, the Russian business community agrees with this decision, if not more. It is safe to say that public entities controlled by big business lobbied in the State Duma for the final act of eliminating the Law on Financial Industrial Groups.

However, we believe that with the loss of the Law on Financial Industrial Groups, registered financial and industrial groups in Russia continue to exist. Consequently, their status and characteristics need to be disclosed.

Further, we cannot exclude the possibility that the legislator will find a replacement for the financial industrial group with another business association. Even in the absence of a Law on Financial Industrial Groups, the possibility of the emergence (creation) of new groups in a market economy cannot be ruled out. In our opinion, the Russian economy is not yet ready to use only market regulators. Thus, in industrialized countries, the legislator does not seek to “regulate” the status of business associations and, in order to maintain freedom of market relations, tries to give flexibility and elasticity to legal structures. Our option for improving the legislation on financial industrial groups is the adoption of a law on business associations; it would be advisable to include both general rules and rules on individual types of associations (holdings, financial industrial groups, navels, concerns, etc.).

Now let's briefly look at the main features of FIG.

1. FIG - totality 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 such a group for the purpose of technological or economic integration for the implementation of relevant goals. FIG is not a legal entity and cannot be considered as an association of legal entities in the context of Art. 121 Civil Code of the Russian Federation. From the point of view of Art. 121 commercial and non-profit organizations can voluntarily unite into associations (unions) of these organizations. Legal entities are the participants of the financial and industrial group, as well as the central company of the financial industrial group, formed by all its participants.

2. A financial-industrial group is an organization in the form of a business association, which includes legal entities (there must be organizations operating in the production of goods and services, as well as banks or other credit organizations), created by group members, as a rule, on on a contractual basis or according to a holding model by combining industrial potential and financial (banking) capital in order to protect common interests, coordinate the actions of its participants, implement investment and other projects and programs and carry out a unified economic policy, as well as aimed at increasing competitiveness and expanding markets for goods and services, increasing production efficiency, and creating new jobs.

The dispute about the subject composition of financial industrial groups will be scholastic until the state, represented by the competent authorities, clearly defines its position in relation to these special business entities: financial industrial groups are either “piece goods” or “mass-produced goods”. In the first case, the subject composition of the financial industrial group should be noticeably limited. In our opinion, only commercial organizations can be members of the group. With this approach, there is no place for non-profit organizations within financial industrial groups, individual entrepreneurs, and also individuals(to citizens). On the contrary, in the second case, the FIG turns into a product of wide application, in the creation and activities of which anyone who wants can take part.

3. Before the repeal of the Law on Financial Industrial Groups, there was mandatory registration of a financial and industrial group by decision of an authorized state body. FIGs acquired group status from the moment of state registration. This registration has now been cancelled.

4. As part of a financial industrial group, the leading role is played by the central company of the group, established by all participants in the agreement on the creation of a financial and industrial group or being the main company in relation to them and authorized by law or agreement to conduct the affairs of the group. In other words, the central company is, as a rule, the parent company (the main business entity).

Classification of financial and industrial groups. FIGs can be divided into types based on different criteria.

Depending on the method of their formation, we can distinguish groups created:

  1. according to the classic holding model;
  2. “participation system” on a contractual basis;
  3. mixed principle using elements of a holding model and a “participation system” on a contractual basis.

Financial industrial groups of the first type are an entrepreneurial entity based on a “system of participation,” economic subordination and corporate control. The financial industrial group of the second type is a voluntary contractual entrepreneurial entity. It is this classification that is of fundamental importance for understanding the legal nature of financial and industrial groups.

Based on the nature of specialization and cooperation, financial industrial groups can be classified into vertical, horizontal and diversified groups. FIGs of a vertical type are a set of participating enterprises involved in the production of the same products, but at different stages of production. An example of such a group is the Magnitogorsk Steel financial and industrial group. Vertical groups are characterized by the presence of broad economic ties between participants.

In horizontal financial industrial groups, participating enterprises carry out production at the same stages or produce the same products. There are no longer close cooperation ties to ensure the production of final (finished) products. The consolidating principle in these financial industrial groups is the development and implementation by group members of an agreed marketing policy, the organization of research and development work in fundamental areas of updating manufactured products, etc.

Diversified financial-industrial groups are groups that include, on the one hand, single-profile or interconnected enterprises, and on the other, enterprises that do not interact with other group members, as well as with each other. An example of this type of group is the Interros financial and industrial group, which includes enterprises of metallurgy, chemical industry, mechanical engineering, transport, etc.

According to the creation procedure, there are: groups created voluntarily; groups formed on the initiative of federal authorities executive branch or the relevant bodies of the constituent entities of the Federation.

Taking into account the so-called center of formation of financial industrial groups, they distinguish: groups formed by one company, which can be headed by an industrial enterprise, a credit and investment organization, a research institute, or a trading company.

Based on the location and registration of participants, financial and industrial groups are divided into transnational, national (federal) and regional.

Along with the main types of FIGs in the literature, there are: a) large, medium and small FIGs (depending on the size and production potential) FIGs de jure and FIGs de facto. The first groups are registered in accordance with the procedure established by law, the second are not registered (informal financial and industrial groups). There are also other types of FIGs.

So, from the point of view of civil legislation, financial and industrial groups are not legal entities, i.e. subjects civil law. However, this does not exclude the possibility of considering them as subjects of entrepreneurial activity, as well as subjects of other branches of law (mainly public law). FIG participants retain their legal independence when joining the group.

Today, one of the actively growing forms of organizing interaction between financial and industrial organizations not only in our country, but also abroad is Financial-Industrial Groups (FIGs).

The activities of a financial industrial group are the activities of its participants, which they carry out in accordance with the agreement on the creation of the group and / or its organizational project when using separate assets.

Participants of a financial-industrial group are legal entities that have signed an agreement on the creation of a financial-industrial group, the central company of a financial-industrial group established by them, or the main and subsidiary companies that form the financial-industrial group.

Financial industrial groups may include commercial and non-profit organizations, including foreign ones, with the exception of public and religious organizations (associations), namely:

State and municipal unitary enterprises - in the manner and on the terms determined by the owner of their property;

Subsidiary business companies and enterprises - only together with the main company (unitary founding enterprise);

Investment institutions, non-state pension funds, insurance companies, whose participation is determined by their role in ensuring the investment process in financial industrial groups.

Financial and industrial groups have one characteristic feature - the absence of any formally established organizational structure.

The extreme complexity and ramification of the internal structure of financial industrial groups is caused by the desire to confuse accounting as much as possible and minimize tax payments on this basis, as well as to circumvent the existing requirements of state regulation, including restrictions on investment activity.

It should also be emphasized that the formation of a financial industrial group is not just an organizational and legal process of formalizing the interaction of financial and industrial companies, it is connections between industrial, trading, financial firms and organizations that have been developing over a long period of time. These connections are formed through a system of participation (including cross-shareholding), personal union, long-term credit obligations and other forms of dependence.

A company is allowed to participate in only one financial and industrial group officially registered in the State Register. Subsidiaries have the right to enter financial industrial groups only together with their parent companies.

The key concept of the law is the “central company of the financial industrial group,” which can be an investment institution, business entity, association or union.

Joint activity within the framework of a simple partnership involves the selection of a participant who is entrusted with the conduct of common affairs, but not all partners are ready to trust one participant. In this case, a joint establishment of a central company controlled by a board of managers is more appropriate.

The Board of Governors is the highest governing body of the group. Through it, control of participants over joint activities and the use of allocated resources is ensured. Each member sends a representative to the governing board. For such financial and industrial groups, the agreement on the creation of a group is a kind of founding agreement of a simple partnership, the general affairs of which are carried out by the central company. In particular, it determines the volume, procedure and conditions for the merger of assets, as well as the procedure for the formation, scope of powers and other conditions for the activities of the board of governors.

The central company is authorized by law or agreement to conduct the affairs of the group, so, in particular, it maintains consolidated accounting, reporting and balance sheet of the financial industrial group, prepares an annual report on the activities of the group, and carries out certain banking operations in the interests of the participants of the financial industrial group. For the obligations of the central company arising as a result of participation in the activities of the financial-industrial group, the participants bear joint liability, the specifics of the fulfillment of which are established by the agreement on the creation of the group.

The right to maintain a consolidated balance sheet gives the central company the ability to distribute financial resources among financial industrial group participants without any hindrance from the point of view of tax legislation. This, in turn, makes it possible to talk about the central company as an institution for the formation and distribution of financial resources within financial industrial groups and as an investment institution.

The nomination by a financial-industrial group participant of a representative to the board of directors of the financial-industrial group is carried out by a decision of the competent management body of the financial-industrial group participant. The competence of the FIG governing board is established by the agreement on the creation of the FIG.

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. Participants of financial industrial groups producing goods and services can be recognized as a consolidated group of taxpayers and maintain consolidated accounting, reporting and balance sheets of financial industrial groups, and they also have the right to cross-own shares.

FIGs, among the participants of which there are legal entities under the jurisdiction of member states of the Commonwealth of Independent States, having separate divisions on the territory of these states or making capital investments on their territory, are registered as transnational financial and industrial groups.

If a transnational financial-industrial group is created on the basis of an intergovernmental agreement, it is assigned the status of an interstate or international financial-industrial group.

For participants in an interstate financial and industrial group, national treatment is established by intergovernmental agreements on the basis of reciprocity. Makarova G.L. Organization of financial and industrial groups. - M., 2003. - P. 120.

Structural elements of emerging financial and industrial groups

In order to highlight the main elements of specifically domestic financial and industrial groups, it is necessary to trace how large private capitals were formed, since it is the fact of the availability of capital that is fundamental in the formation of financial industrial groups.

Weakness state power and legislation, the embryonic state of market institutions, the rapid pace of privatization and opening of the economy, and the inexperience of the population created a fertile environment for the spontaneous formation of large private capital. The public sector has become a kind of incubator for private firms. Preferential, privileged access to state resources has become a necessary condition for the successful development of large private businesses.

The banking sector is characterized by a high pace of market transformations. However, the real flourishing of banks is associated with liberalization in 1992. The banking sector has benefited the most from inflation. The situation was aggravated by the ineffective payment system, the underdevelopment of the foreign exchange market and the unstable exchange rate of the ruble. Banks used all this to their advantage.

The expansion of large banks within the banking sector itself, the formation of networks of capital banks in the regions is one of the features of the current stage of development of financial industrial groups. It should also be taken into account that banks have more qualified personnel than other economic entities. This allows them to formulate their own investment strategies aimed at acquiring a significant share in sectors that have opportunities for growth in the medium term.

Thus, one of the most important elements of emerging domestic financial and industrial groups are banks.

The second area of ​​rapid capital accumulation is trade. The high profitability of the trading business is associated with huge differences in the structures of domestic and world prices, which made foreign trade very effective immediately after the abandonment of the state monopoly in this area.

In many cases, trading structures appeared earlier than financial ones and acted as parent companies to the latter. However, given the profitability of the banking business, almost all notable trading companies not only opened own banks, but also consider their own banking activities as priority direction development.

In turn, banks directly penetrate the trading services market by creating subsidiaries. Banks are also actively involved in acquiring shares in major retailers.

Thus, banks and trading companies are in today's conditions the main structure-forming elements of financial industrial groups. This is where the main source of the group’s income (which can be partially redistributed in favor of other enterprises included in the group, including for the development of new markets).

In addition, in the modern structure of financial industrial groups, as a rule, there are two more “standard” elements - an insurance company and a check investment fund. In conditions of inflation and in the absence of traditions in society for the consumption of insurance services, the development of insurance faces demand restrictions. However, within larger structures, insurance companies turn out to be extremely useful, including for tax-free increases in cash payments to those working in financial industrial groups (through insurance payments) and organizing the legal export of capital (through reinsurance abroad).

Today, investment funds play a major role in the practical implementation of the investment strategy of financial industrial groups in terms of the acquisition of blocks of shares and individual enterprises during privatization.

To a lesser extent, such transformations as, for example, real estate firms are common in the structure of modern financial industrial groups. Relatively new trend, which will intensify, is the formation of private pension funds. Medvedev N.A. Problems of formation and development paths of financial and industrial groups / Medvedev N.A., Oblivin A.A. - M., 2000. - P. 204.

Based on all of the above, we can conclude that participants in a financial-industrial group can be various industrial enterprises, financial institutions and other legal entities. However, at present, the main elements of financial industrial groups are banks, so it is necessary to reflect in more detail the role of financial and credit institutions in the formation and development of financial and industrial groups.

Financial-industrial groups can be classified as follows, based on what exactly the founders 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. By purposefully consolidating shares of trading, industrial, and transport enterprises (directly or through the creation of holding structures), financial companies become the core of the group.

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 terms of production cooperation or 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. In today's conditions, the formation of financial industrial groups of this kind is doubtful, since banks avoid long-term investments in industrial enterprises, especially large ones.

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. Now, wanting to create financial industrial groups, many are also going to establish new banks as part of these groups. These banks are usually low-power. In addition, the Central Bank of the Russian Federation has now set a lower limit of authorized capital for commercial banks, which is difficult to overcome.

These types of financial industrial groups are focused on the interests of private enterprises and the actual market conditions of their work.

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.

These financial industrial groups are focused on enterprises, either state-owned or corporatized, but with a high proportion of federal ownership.

This type includes financial industrial groups that intend to create regional administrations in their territories and regions, wanting to use a new structural form to achieve their goals.

4. This type is intended to be created on the basis of intergovernmental agreements. It is assumed that these financial and industrial groups have two features: firstly, they are created with the participation of foreign capital attracted by intergovernmental agreements in various forms, secondly, a list Russian participants FIG is determined by the Government of the Russian Federation from among enterprises with a state ownership share in their capital of at least 25%. However, many do not consider the creation of financial industrial groups on the basis of state-owned enterprises to be promising. 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.

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. 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.

According to statistics today, due to the formation of financial industrial groups, the volumes of shipped products, revenue from product sales, balance sheet profit, and profitability increase.

It would seem that this indicates the fruitfulness of the idea of ​​the official status of financial industrial groups. However, there is still a lot to be done to ensure that the integration of industrial and banking capital within the framework of the majority of structures that have received this status ceases to be a declaration.

World experience in the activities of financial and industrial groups.

A market-oriented financial system is characterized by a high level of development of the capital market and a wide range of different financial instruments. In addition, the initially high level of development of industrial corporations, the reliability of whose shares were not in doubt, greatly facilitated the process of attracting additional capital. Industrial enterprises increased their capital mainly through new issues of shares, so there was practically no need for long-term lending as a way to increase their fixed capital. Therefore, in the current conditions, the functions of banks were limited to accumulating savings, providing short-term loans, and carrying out transactions with securities on the foreign market, but without direct participation in the management of enterprises. Another distinctive feature of the largest corporations in a market-oriented financial system is the significant degree of dispersion of share capital. A typical corporation in a market-oriented financial system has many owners, each of whom owns a relatively small share of corporate capital. As a result, no group of shareholders can claim special rights to manage the company.

In addition, integration processes in market-oriented countries financial system Antimonopoly legislation had a major impact. Thus, in the American economy, antimonopoly legislation not only made it difficult to concentrate industrial capital, but also created additional obstacles to the merging of banking capital with industrial capital.

Now for an example corporate structures USA, let us consider the characteristic features of its organizational structure and management. Financial and industrial associations existing in the United States can be divided into two groups: the first includes structures dominated by banks, while control over enterprises is exercised by banks (for example, Chase, Morgan, Mellon, Leeman-Goldman , Sax").

The organizational structure of banking financial and industrial groups is a horizontal association of large oligopolistic firms, in the center of which is a leading commercial bank. In most cases, these groups have similar story creation and development have the same structure.

In addition, the United States is also characterized by a tendency to increase activity and trading capital both in penetration into industry and financial institutions. Trading concerns are moving along the path of creating, if not financial and industrial groups, then certainly along the path of forming subgroups in which they play a very significant role.

Concluding our examination of US financial and industrial associations, it is necessary to make a number of comments.

A characteristic feature of the American model corporate business is the principle of strict differentiation between the financial and production sectors of the economy, which has recently increasingly become the object of criticism, as contradicting the fact of the very successful functioning of countries with bank-oriented financial systems.

The economic policy of the American state, contrary to “antitrust laws,” not only did not prevent the spread of control by banking structures over industrial ones, but even contributed to this process.

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. In fact, German banks are the main source and “relay” of financial “energy”.

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 (primarily ferrous and non-ferrous metallurgy; steel, chemical and electrical industries; automotive and mechanical engineering). 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).

Along with national banking groups, regional banking groups occupy a special position in the German economy. Their most noticeable development is observed in Bavaria. Bavarian industrial enterprises, which are fairly medium in size, traditionally maintain ties with Bavarian banks even when they are part of concerns that are structural elements of the financial groups of large German banks.

In France, the most widespread are financial and industrial associations created around the largest industrial complexes (for example, Elf Aquitane, Company Française de Petrole (oil chemical industry); "Company General Electricity" (electronics and electrical engineering), etc.) Tsvetkov V.A. Financial and industrial groups: Experience and prospects // Probl. forecasting. - 2000. - N 1. - P. 284.

The industrial component of these associations is, as a rule, a single whole in production terms - formed on the basis of technologically interconnected enterprises. Groups can include from several dozen to several hundred legally independent firms. Banking institutions that are part of groups are quite often controlled by the main industrial enterprises of the group.

Along with industrial groups, trade groups also became widespread in France. Large trading companies (Cora, Intermarche, Oshan) were 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 German groups, cross-shareholding is 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 issuing additional issues of shares 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.

The organizational structure for managing state property of numerous private joint-stock companies, whose controlling stakes were purchased by the state, are state holding companies, which allow the government to consistently implement its economic policies in various areas of economic and social development.

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 holding in Western Europe, formed in 1941 on Franco’s personal initiative. In France it is Renault (National Directorate of Renault Plants). Agafonov V.I. Large industrial associations and financial and industrial groups. - Kaluga, 2007. - P. 240.

The results of a number of studies, summarizing the world and first domestic experience in the development of financial and industrial groups, show: the large-scale formation of such large organizational and economic structures is one of the key directions for bringing the economy out of the crisis and reforming it on a truly market basis.

Currently, objective conditions have arisen for the formation and activities of financial and industrial groups in our country. In the current conditions, the formation of financial and industrial groups is one of the ways for the survival of industrial enterprises. Great hopes are placed on the activities of financial and industrial groups in the branches of the military-industrial complex.

Today, our country has created the necessary legal framework for the creation of financial and industrial groups and already has some experience in the field of their activities. We hope that financial and industrial groups, with the help of the state, will help stabilize the economic situation in the country.

However, the formation of groups cannot be turned into another voluntaristic campaign and this form cannot be imposed on enterprises. The formation of financial industrial groups and the choice of their specific variant is a matter for the enterprises themselves.

It would be wrong to say that large corporations and financial industrial groups do not contain negative aspects and trends. The point, however, is that ideal social forms that do not contain negative potentials do not exist at all. It is therefore important, first of all, to soberly determine what exactly the formation of financial and industrial groups can give to the Russian economy in its current state.

Those responsible for making decisions in the field of economic policy must take into account the listed positive and negative consequences of the activities of financial and industrial groups. Until now, the government has not prevented the development of these groups (and even encouraged it). This approach may be fully justified given the benefits that FIGs provide to their members. However, it must be remembered that FIGs have a negative impact on indicators of market competitiveness and the flexibility of the economic system, which are key from the point of view of long-term economic growth.

Gorzhankina S.V.

In market conditions, the formation of financial-industrial complexes is inevitable. The mechanisms for their creation, composition and structure may be different due to different levels of economic development, the degree of its commercialization, and the state of the financial, stock and commodity markets. Russian characteristics are associated with the past large-scale privatization, the destruction of previous economic ties, inflation and the investment crisis.

The merger of financial capital with industrial capital and the formation of financial and industrial associations on this basis reflects the objective stable trends of a modern industrialized economy. The interdependence of the main types of capital has reached such a degree that not only their autonomous existence is not possible, but in their movement they strive to create unified organizational centers that regulate it.

The economy of the vast majority of highly developed countries consists of analogues of financial industrial groups - transnational corporations. The formation of large financial and industrial complexes is associated with the need to conduct large-scale scientific research and development, make fuller use of technological potential, expand industrial cooperation, as well as the desire to withstand sharp fluctuations in business conditions.

Financial and industrial groups are universal diversified complexes, including industrial enterprises, banks, trading firms, insurance, pension, investment and other companies. They provide guaranteed access to financial, credit, material and technical resources, as well as the most reliable and profitable placement of capital.

Today, the world has accumulated extensive experience in the creation and development of financial and industrial groups; many approaches to their formation have been worked out in the form of a wide variety of organizational forms that make it possible to obtain additional competitive advantages from the combination of industrial and financial capital. Within their framework, industrial enterprises are united with financial institutions based on the establishment between them of relations of economic and financial interdependence, division of labor and its coordination in order to carry out joint economic activities.

Flexibility in decision-making and coordination of joint efforts, combined with the stable and long-term nature of ties between the enterprises included in the group, give FIGs great advantages. They manifest themselves primarily in the following possibilities:

  • implement your long-term strategy related to the ability to foresee and predetermine the future state of the market;
  • organize joint production and economic activities, carry out joint research and production programs;
  • deepen specialization and develop cooperative ties, cooperate in the supply and sales sphere in order to save related costs;
  • increase the consistency of enterprise actions during production integration;
  • finance R&D and promptly implement the results obtained into production;
  • expand the circle of investors, strengthen relationships with financial institutions;
  • consolidate investment resources;
  • it is profitable to redistribute investment resources, concentrate them on the most profitable and profitable areas;
  • optimize material and financial flows, including from the point of view of tax obligations;
  • save on costs thanks to transfer prices, large scale production, which allows you to differentiate prices, reduce losses associated with fluctuations in market conditions;
  • reduce the need for working capital through the use of trade loans, bills, etc.;
  • improve business image in domestic and foreign markets.

The need of the Russian economy for large, vertically integrated and at the same time diversified industrial associations began to appear back in the 60s. To overcome departmental disunity and organize the coordinated work of large economic and technological complexes, many Soviet specialists made a lot of efforts. Suffice it to recall the experiment with economic councils. Later, scientific and production associations (NPOs), all-Union industrial associations (VPO), trade and industrial associations (TPO), agro-industrial complexes (APC) up to the State Agro-Industrial Association, and territorial production associations were created.

The question of creating highly integrated intersectoral associations arose again in 1993. During this period, the destruction of the sectoral structure of industrial management was practically completed, which led to a weakening of the coordination of production activities of enterprises producing many types of technologically complex products.

In connection with the actual focus on the disintegration of large industrial complexes, enterprises immediately encountered problems of controllability and financing, associated primarily with the insolvency of consumers of products in most industries, declining investment activity, more than modest budget financing, and a lack of working capital.

Many researchers saw the solution to these problems in the formation of new organizational and economic structures that unite privatized enterprises of varying degrees of technological connectivity and embody the process of financial and industrial integration, the merging of industrial capital with financial capital, on a new mutually beneficial basis. The advantage of these forms is the opportunity to solve strategic problems of developing production and increasing its efficiency, no longer on a purely credit basis, but on the basis of joint-stock co-founding.

In specific Russian conditions, the formation of financial industrial groups, in addition to increasing competitiveness in world markets, can also solve many internal anti-crisis and reform problems. The proposed sets of problems in official documents and in the work of individual researchers vary significantly, but they can be grouped as follows:

  • strengthening the regulation of the national economy and facilitating the implementation of government programs;
  • counteracting the decline in production on the basis of stabilizing economic relations and creating an internal competitive environment;
  • increasing the competitiveness of domestic production in domestic and foreign markets;
  • stimulating monetary stabilization and easing waves of non-payments by facilitating mutual settlements between technologically related enterprises;
  • support for small and medium-sized businesses;
  • resuscitation of investment processes;
  • launching structural restructuring, stopping the decline in the country's scientific and technical potential;
  • maintaining the defense capability of the state while simultaneously promoting the conversion of the military-industrial complex without losing the latter’s enormous capabilities;
  • management of state stakes in enterprises and production complexes;
  • strengthening the disintegrated economic space in the all-Russian and entire post-Soviet area.

Within a financial-industrial group, a number of factors and mechanisms can be implemented that increase the efficiency of both individual enterprises that make up the group and the financial industrial group as a whole (Fig. 1).

Enterprises of the same technological chain that are part of a financial industrial group can use the transfer pricing mechanism: they pay each other for the supplied products not at market prices, but at lower transfer prices.

Also, partial or complete transfer of VAT payments from the intermediate stages of sales of products of one legal entity - the supplier to another legal entity - the consumer to the final stage in the technological chain of sales of finished products ensures savings in working capital. Due to this, production efficiency increases.

General scale of development of financial industrial groups in Russia

The formation of financial and industrial groups in Russia officially began with the advent of the Decree of the President of the Russian Federation “On the creation of financial and industrial groups in the Russian Federation” No. 2096 of December 5, 1993.

Figure 1. Schematic diagram of the functioning of the financial industrial group

As of March 1, 1998, 74 financial and industrial groups were included in the State Register, incl. 9 transnational. The groups include more than 1,100 legal entities, incl. more than 150 financial and credit institutions. There are 8 financial and industrial groups at the registration stage. Today, financial and industrial groups provide annual production volumes approaching 70 billion rubles. The total number of employees in financial industrial groups is more than 4 million people. According to pre-crisis estimates of experts, by the end of 1998 at least 100 financial and industrial associations should have been officially operating in Russia.

Financial industrial groups unite legal entities of various organizational and legal forms and forms of ownership. The vast majority of participants are privatized and private enterprises, united according to the type of vertical or horizontal integration, diverse in industry and regional affiliation. Basically, the activities of registered groups correspond to the priorities established by the Program for Assistance to the Formation of Financial Industrial Groups (see Table 1).

Table 1
Industry affiliation of financial industrial groups in Russia

Industry

Number of financial industrial groups created

List of created financial and industrial groups

Metallurgical

“Nosta-Truby-Gas” (Novotroitsk Oren-

complex

burg region), “United Mining

metallurgical company” (Moscow),

“Magnitogorsk Steel” (Magnitogorsk),

“AtomRudMet” (Moscow), etc.

Extraction of minerals

“Jewelry of the Urals” (Ekaterinburg),

fossils

East Siberian Group” (Irkutsk),

“Metal industry” (Voronezh), “Kuz-

bass" (Kemerovo), "Elbrus" (Moscow),

“Russian Diamond Union” (Moscow)

“Neftekhimprom” (Moscow), “Transnational

petrochemistry

nal financial and industrial group

“Slavic paper” (Moscow), “Volzhskaya

company" (city. Nizhny Novgorod), “Inter-

Khimprom” (Moscow), “Consortium “Rus-

textile” (Moscow), “Interros”

(Moscow), “Exohim” (Moscow), etc.

Agro-industrial

“United Industrial-Construction-

complex

naya company" (Ryazan), "Unity"

(Perm), “Soyuzagroprom” (Voronezh),

“Belovskaya” (Belovo, Kemerovo region)

lusty), “Grain-Flour-Bread” (Moscow),

“Kamenskaya agro-industrial finance

group” (Kamenka, Penza region)

sti), “Russian Fur Corporation”

(Moscow), “Vyatka-Les-Invest” (Kirov),

“Center-Region” (Ryazan), etc.

Mechanical engineering

“Kontur” (Novgorod), “Special

transport engineering" (Moscow-

VA), “Tyazhenergomash” (Moscow), “Rossa-

Prim” (Ryazan), “Gormashinvest”

(St. Petersburg), etc.

Car-

“Nizhny Novgorod Automobiles” (Nizhny

structure

Novgorod), “Volga-Kama financial-

industrial group" (Moscow), "Don-

invest" (Rostov-on-Don), "Sokol"

(Voronezh)

Airplane-

“Russian Aviation Consortium”

structure

(Moscow), “NK Engines” (Samara),

“Aviko-M” (Moscow), “Aerofin”

(Moscow)

Instrumentation

“Ural Plants” (Izhevsk), “Siberia”

(Novosibirsk), Prompribor (Moscow)

Shipbuilding

“High-Speed ​​Fleet” (Moscow), “Morskaya

equipment" (St. Petersburg), "Dalniy

East” (Vladivostok)

Light industry

“Soyuzprominvest” (Moscow), “Textile-

laziness

holding “Yakovlevsky” (Ivanovo),

“Russian Fur Corporation” (Moscow),

“Russian Textile Consortium”

(Moscow), “Trekhgorka” (Moscow)

Construction industry

“Sreduralstroy” (Ekaterinburg), “Ros-

Stro" (St. Petersburg), "Dwelling"

(Moscow), etc.

In general, the totality of financial industrial groups is quite broadly diversified and covers more than 100 areas of activity in a wide variety of industries.

Financial and industrial groups, as experience shows, are essentially focused on long-term returns. However, the results for 1995-1997 suggest that the groups have already become a significant factor in counteracting the decline in production and investment. Thus, according to the State Statistics Committee of Russia (Form 1-FIG), for the presented set of officially registered financial and industrial groups in 1996, there was a 2 percent increase in the volume of manufactured products, a 10 percent increase in the volume of shipped industrial products, an 8 percent growth of capital-forming investments. The best groups in terms of dynamics of volume indicators were the groups “Nizhny Novgorod Automobiles”, “Unity” (Agribusiness), “East Siberian Group” (Fuel and Energy Complex and Petrochemicals) and a number of others. Particularly noteworthy is the contribution to the industrial development of automobile manufacturing financial and industrial groups, whose efforts in 1996 largely ensured a four percent increase in the production of passenger cars in the country.

At the expense of the FIG Prompribor enterprise’s own resources in 1995–1996. completed 10 investment projects within the framework of the program “Creation of new generations of energy metering and control devices and development of their industrial production in 1995–1997.”

The experience accumulated since the creation of the first financial and industrial groups allows us to draw preliminary conclusions about the main trends in the process of their formation.

Based on the specifics of the Russian economy, groups can be classified according to the following criteria:

  • way of creating
  • the initiator of the formation,
  • organizational structure,
  • form of industrial integration,
  • scale of activity.

According to the method of creation, all currently operating Russian financial and industrial groups (which have undergone the official registration procedure and created in accordance with the Federal Law of the Russian Federation “On Financial and Industrial Groups” No. 190-FZ dated October 30, 1995) can be divided into:

  • formed by decision of authorities (federal, regional, city, etc.; on the basis of intergovernmental agreements);
  • formed on an initiative basis (as a result of a contractual process on a voluntary basis; market methods of consolidating blocks of shares).

In practice, these paths are rarely implemented in their pure form. Often, combinations of several options are used in each of the created groups. Recently, FIGs have been created primarily on the basis of an agreement at the initiative of participants through market consolidation of assets.

By decision of the federal authorities (Decree of the President of the Russian Federation, Decree of the Government of the Russian Federation), the following groups were created: “Magnitorskaya steel” (Decree of the President of the Russian Federation dated May 27, 1994 No. 1089); “Exohim” (Order of the Government of the Russian Federation dated July 6, 1994 No. 858-r); “Volzhsko-Kama” (Decree of the President of the Russian Federation of November 2, 1994 No. 2057), etc.

By decision of the republican and regional administrations, groups were created: “Ural Plants”, “Trans-Urals”, etc.

By decision of the municipal authorities, for example, the Trekhgorka financial and industrial group was formed (Order of the Moscow Mayor dated May 30, 1995).

On the basis of intergovernmental agreements, the following groups were registered: “Interros”, “Nizhny Novgorod Automobiles”, “Accuracy”, “Aerofin”, “TaNACo”, etc.

Depending from the initiator of creation, the consolidating core around which the entire group is built, the currently available financial and industrial groups can be divided into:

  • banking,
  • industrial,
  • trading

Center “banking” FIG is a credit and financial organization. The desire of Russian banks to cooperate with industrial enterprises is caused by the desire to diversify their activities, acquire new clientele, and reduce investment risk. Today, bank competition is shifting to industrial lending. Also, shareholder control over industrial companies allows banks to expand their influence in the markets of leasing, factoring, insurance and other financial services. 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 other economic interests.

The main condition for the emergence “industrial” FIG is the need to ensure the production and technical development of a group of enterprises and research organizations that have common interests in technological interaction in the creation of certain products and the development of new technologies. “Instigators” of this type FIGs are factories (JSC Nizhny Novgorod Automobiles - FIG "Nizhny Novgorod Automobiles", Magnitogorsk Iron and Steel Works - FIG "Magnitogorsk Steel", JSC "VAZ" and "KAMAZ" - "Volzhsko-Kama" FIG).

If cooperation between members of a financial and industrial group comes down to cooperation in the supply and sales sector, then the leading positions are naturally occupied by trading companies. Many commodity producers have realized the need for close cooperation with fairly large and specialized enterprises in the field of supply and sales, which allows them to have an effective impact on the market through control not only over the production, but also the distribution cycle.

“Soft” (consortium, association, union) and “hard” (holding type) options are possible organizational structure financial and industrial groups. The choice of the type of organizational structure of a financial industrial group is determined by property relations in the group, capital ties between its participants, a set of contractual and informal mutual obligations, goals of creation and directions of development.

An analysis of the activities of Russian financial and industrial groups showed that the organization of cooperation between enterprises participating in the group remains one of weak points financial and industrial groups. Claims to the organization of management of financial industrial groups arise both from the point of view of the manageability of the group’s development, and from the position of the financial security of its plans.

In accordance with the Law of the Russian Federation “On Financial and Industrial Groups”, the following options for integrating and consolidating the property of financial industrial groups are possible:

  • creation of a holding company (main and subsidiaries);
  • participation system based on an agreement on the creation of a financial industrial group.

The most common form of integration so far is the formation of “soft” associative structures based on the development of contractual relations.

First of all, this is seen as the fastest and cheapest way to test the possibilities of joint activities. In addition, the attractiveness of “soft” forms is associated with the motivation to unite with manufacturers of related products. For such financial and industrial groups, the agreement on the creation of a group is a kind of founding agreement of a simple partnership, the general affairs of which are carried out by the central company.

The basis for the functioning of a financial-industrial group can be a whole system of agreements on joint activities, each of which covers those participants who cooperate in one of the areas of its activity. In this case, the central company can keep records of joint activities under all contracts.

In reality, many Russian financial and industrial groups simultaneously use several capital consolidation mechanisms: a joint stock company is jointly established, some members of the group participate in the capital of others, and concentration of capital is achieved through loans. Thus, in the financial and industrial group “Interros”, the joint-stock company “INROSKapital”, which contributed the largest share to the capital of the company established by the group (12.9%), owns 34.8% of the shares of JSCB “International Financial Company” and 20.93% of the shares of JSC “Phosphorit”, included in the same financial and industrial group.

There are contradictory trends in the formation of the authorized capital of the central company of a financial industrial group. Group members strive for equality of influence on the activities of the central company and, in this regard, for parity of contributions to its authorized capital. This desire is especially evident when, with significant differences between enterprises in terms of the size of assets, contributions to the authorized capital of the central company are set equal for all or almost all founders (FIG “Ural Plants”, FIG “Russian Fur Corporation”). However, the equal participation of financial industrial group enterprises in the capital of the central company being created does not yet create the power and economic prerequisites for the convergence of their interests. At the same time, there is often a significant dispersion in the shares of individual participants in this capital. This circumstance cannot be explained solely by differences in their financial capabilities. Thus, Avtobank’s participation in the capital of the central company FIG “Nizhny Novgorod Automobiles” is only 0.05%. The dispersion of shares can be considered as recognition of the already established distribution of economic roles in the group or the inevitability of the subsequent transformation of financial industrial groups. For example, in the financial and industrial group Magnitogorsk Steel, the role of JSC Magnitogorsk Iron and Steel Works, whose contribution to the authorized capital of the central company is 65.13%, stands out.

It is noteworthy that most Russian financial and industrial groups are characterized by a rather modest participation of banking structures in the authorized capital of the central company of the group. For the FIG “Svyatogor” it is less than one percent, for the FIG “Nizhny Novgorod Automobiles” – 8.87%. In the Magnitogorsk Steel financial and industrial group, Promstroybank owns 4.2% of the shares of the central company, AvtoVAZbank - 2.1%.

The scale of consolidation of resources in the authorized capital of the central company of a financial industrial group is often relatively small. In most cases, the central company is inferior in economic weight to many of the founders. This affects the controllability of the development of the financial and industrial group.

As for organizational associations such as holding companies, their attractiveness is still low. Real holding structures in the domestic economy demonstrate different efficiency. A holding, as a form of organization of a financial industrial group, presupposes the presence of parent and subsidiary companies. The first one owns the second ones (has controlling stakes in their authorized capital). Such a group is created through acquisition (purchase) or creation of new, dependent enterprises.

Among the main reasons that make it difficult to create a financial industrial group of this type are the following:

  • lack of equity capital sufficient to purchase shares of enterprises that are participants in the cooperation;
  • reluctance to become a “subsidiary” or dependent company and hopes that have not yet been destroyed to independently establish themselves in the market;
  • the presence of rather complex bureaucratic procedures when registering holdings; restrictions on areas of activity, market share.

With great stretch, financial industrial groups of this type can include the groups “Ruskhim”, “Nosta-Truby-Gaz”, which are focused on trust relations of the parent enterprise with the rest of the participants and have in their management blocks of state shares of the enterprises that are part of the group.

Entrusted management of property (trust) is considered as the most acceptable way out of this situation. The lack of money to ensure economic turnover and the depletion of resources of even the largest commercial structures have significantly reduced investment potential and led to the exhaustion of opportunities for improving the structure of the economy through the direct acquisition of stakes. The trust allows you to organize the formation of large corporations without spending significant funds on the part of the structure-forming companies.

The focus on one or another of the above forms of integration within the financial industrial group largely depends on the chosen target strategy of the complex. Experience shows that as soon as “softer” methods of ensuring controllability exhaust their capabilities for effectively running a business, they are replaced by tougher, holding methods. Therefore, there is reason to expect a gradual increase in the number of holding structures in the near future.

FIGs may vary by forms of industrial integration: vertical, horizontal and conglomerates. Vertical FIGs- these are associations in which participating enterprises produce one type of product, participating in its production at different stages. An example is the FIG “Tula Industrialist”, “Metal Industry”, “Magnitogorsk Steel”, “Nosta-Truby-Gas”, etc. In particular, in the FIG “Tula Industrialist” the leading position in the group is occupied by JSC “Tulachermet”. Almost all industrial enterprises participating in the group either supply it with their products, or receive raw materials from it, exchange orders and resources. At the same time, Tulachermet acts as the main intra-group center of shareholder control of such enterprises as Yubskomet and Tula Industrialist Bank. FIG “Metalloindustry” is a vertically integrated structure that unites the entire chain from the extraction and enrichment of iron ore to the production of engineering products.

Horizontal financial and industrial groups are groups in which participating enterprises carry out production at the same stages or produce the same products. This type includes the following financial and industrial groups: “Prompribor”, “Exohim”, “East Siberian Group”, etc. The financial and industrial group “Prompribor” includes 16 largest enterprises that produce instruments for monitoring and regulating technological processes and accounting for energy resources. Among them: Saransk Instrument-Making Plant JSC, MZTA JSC and MZEP JSC (Moscow), etc.

At the same time, it is worth noting that it is precisely this type of integration that is most strictly controlled by the State Committee for Antimonopoly Policy and Support of New Economic Structures: associations (large joint-stock companies, financial industrial groups) occupying more than 35% of the federal or local market for certain groups of goods have great difficulty passing the examination and approval by this department.

Highly diversified financial and industrial groups (or conglomerates) are groups that include several directly unrelated industries. First of all, this includes the Interros financial and industrial group, which includes the following enterprises operating in various sectors of the economy: RAO Norilsk Nickel, JSC Kuznetsk Metallurgical Plant, JSC Novokuznetsk Aluminum Plant (metallurgy), JSC LOMO ( optics), JSC Khimvolokno, JSC Phosphorit (chemical industry), state enterprise Oktyabrskaya railway" (transport).

Financial and industrial groups can be classified by scale of activity into regional, interregional and transnational.

The trend towards the formation of financial and industrial groups of a regional nature is actively supported by local executive authorities and is considered by them, on the one hand, as a way to strengthen the positions of regions in relations with the center, and on the other, as a means of solving regional economic and social problems. Local administrations associate the formation of financial industrial groups with large regional programs that ensure the structural restructuring of technologically interconnected enterprises, taking into account the priority tasks of maintaining employment and solving environmental problems. The greatest positive experience in the formation of regional groups has been accumulated in Tula and Ryazan.

Interregional cooperation is typical, for example, for the financial and industrial group “Unity”. The FIG sets its goals to saturate the market of the Ural and Siberian regions with high-quality and cheap food products, ensure import substitution in this area, as well as radical technical re-equipment of enterprises food industry. In this regard, the group members include enterprises that provide the supply of agricultural raw materials, their processing, and technological re-equipment of the food industry. A special feature of the FIG is the inclusion in its structure of the high-tech defense enterprise Mashinostroitel (Perm), which produces technological equipment for the agro-industrial complex.

Interregional financial and industrial groups also include the United Mining and Metallurgical Company, Siberian-Ural Aluminum, East Siberian Group, etc. There are mutually beneficial cooperation ties between enterprises that ensure vertical integration within the United Mining and Metallurgical Company financial and industrial group. : from the extraction and primary processing of coal and mining raw materials to the production of steel, finished metal products, their transportation and sales. The close location of raw materials enterprises to metallurgical plants, as well as the geographically advantageous location of the port member of the group, Nakhodka Sea Commercial Port OJSC (since the countries of Southeast and Central Asia are the most active foreign partners in the ferrous metals market) are important advantages of the group.

At the same time, transnational financial and industrial groups, groups whose members include legal entities under the jurisdiction of CIS member states, are making their presence known more actively.

The collapse of the USSR, which led to the formation of a number of sovereign states, led to the severance of previous economic ties, the breakdown of established cooperative relations, and as a result, the paralysis of certain sectors of the economy of the new independent states. The CIS member countries are striving to restore business contacts through the creation of international financial and industrial associations.

Currently there are 9 groups of this type: “Interros” (Russia, Kazakhstan), “Nizhny Novgorod Automobiles” (Russia, Belarus, Ukraine, Kyrgyzstan, Tajikistan, Moldova, Latvia), “Accuracy” (Russia, Belarus, Ukraine), “ Transnational Aluminum Company (Russia, Ukraine), Siberian Aluminum (Russia, Kazakhstan), Aerofin, etc.

An example here, of course, is the Nizhny Novgorod Automobiles financial and industrial group, the selection of participants of which is focused on cooperative ties with enterprises of Ukraine, Belarus, Kyrgyzstan, and Latvia. Thus, RAF JSC (Elagva, Latvia) from GAZ JSC (Nizhny Novgorod, Russian Federation) receives 77 positions of finished parts and assemblies. Ukrainian participants (PO Belotserkovshchina and Chernigov Plant) supply GAZ JSC with tires and driveshafts. JSC “Kyrgyz Automobile Assembly Plant” (Bishkek, Kyrgyzstan), receiving chassis from JSC “GAZ”, supplies cooling radiators for the needs of financial industrial groups.

If we approach the consideration of financial industrial groups from the perspective of assessing their scale: the volume of industrial output, the number of employees, etc., then the groups can be divided into large, medium and small.

Today, at least 10 of the largest groups have the opportunity to become the “locomotives” of the national economy. These are “Nizhny Novgorod Automobiles”, “Metal Industry”, “Magnitogorsk Steel”, “Volzhsko-Kama”, etc.

Within the framework of the Magnitogorsk Steel financial and industrial group, which has clear technological cooperation and a clear leader in the person of Magnitogorsk Iron and Steel Works JSC, it was possible to unite 18 enterprises with a workforce of more than 260 thousand people, fixed assets of 5072 billion rubles and a commercial output volume of more than 3 .3 trillion rubles. The leading investment project within the FIG is the commissioning of a complex at MMK JSC for the production of 5 million tons of hot-rolled and 2 million tons of cold-rolled steel sheets per year. These products will be supplied to both the domestic and foreign markets (1,400 thousand tons and 600 thousand tons annually, respectively).

Among the largest registered financial industrial groups, one cannot fail to note Volzhsko-Kamaskaya, which includes the automobile manufacturing associations AvtoVAZ JSC and KamAZ JSC. The total number of employees reaches 231 thousand people. A number of promising investment projects are being implemented within the framework of the financial industrial group. JSC AvtoVAZ produces fuel-efficient cars VAZ 2110, 2114, 2123. A program for the production of diesel passenger cars has been outlined. JSC KamAZ has a program for modernizing power units for three-axle tractors with a carrying capacity of 8-12 tons and road trains with a carrying capacity of 16-20 tons. The production of Oka cars is expanding, including for disabled people.

The results of the activities of Russian financial industrial groups allow us to speak about the positive impact of the integration of financial and industrial capital not only at the macro but also at the micro level. More than half of the groups currently operating can be called “islands of stability” in the sea of ​​chaos that has overwhelmed all sectors of the economy. According to data from 15 financial industrial groups alone, in 1997 their production volumes increased by five percent, the volumes of products sold - by 40%, exports - by 28%, investments - by 250%. The FIG portfolio includes over 200 investment projects with total financing of 65 trillion rubles.

Problems in the functioning of financial industrial groups

Despite certain results achieved by financial and industrial groups and the corresponding legislative work carried out, their formation faces serious problems and difficulties.

Among the existing problems of the formation and functioning of financial industrial groups we can highlight: general economic, legislative, organizational, financial.

General economic difficulties are obvious. They relate to the difficult financial and economic situation of most manufacturers, the decline in investment activity, the lack of government support, and the inflexibility of tax policy.

Many legal issues require speedy legislative solutions. There is a need for clear regulation of the legal essence of financial industrial groups. The main role in the formation of a group is assigned to the agreement on its creation, the legal status of which is unclear. Some experts subsume this agreement under a simple partnership agreement, precisely defined in the Civil Code. Under this agreement, a group of persons undertakes to pool their contributions and act together without forming a legal entity to make a profit and/or other legal purpose. And in the law on financial industrial groups, contractual relations are clearly linked to the formation of a new legal entity (central company).

The procedure for preparing documents for registering a financial industrial group also needs clarification: should group members sign an agreement with an already registered central company or first sign an agreement and then create a central company as part of the implementation of the agreement.

The Law on Financial Industrial Groups prescribes the conclusion of an agreement on the creation of a financial industrial group in all cases, except for the formation of a group on the holding principle.

The issue of the mechanism for making management decisions in financial industrial groups has not been sufficiently resolved. The management functions of the financial-industrial group are performed by the Board of Governors and the central company created for the ongoing management of the financial-industrial group's activities. The way each of these bodies makes decisions is different. If the central company is created in the form of a joint stock company and is therefore subject to the law “On joint stock companies”, decisions are made by the General Meeting of Shareholders of the central company. In the Board of Governors, decisions are made according to the principle: one member of the Board - one vote, per General meeting central company - voting takes place in blocks of ordinary shares.

The restriction on the participation of banks in more than one financial industrial group is already being revised State Duma and perhaps financial institutions will be allowed to belong to several groups.

The article concerning the joint liability of participants for the obligations of the central company arising as a result of the activities of the financial and industrial group requires elaboration and clarification. Since joint and several liability presupposes liability with all of its property, and participation in a financial industrial group can be limited for each enterprise to only a part of its assets, it would be more logical to limit the liability of each to its share in the total assets formed for the implementation of the financial industrial group program. The law allows you to establish in the contract only the specifics of the execution of joint and several liability. This circumstance gives rise to natural wariness of potential participants when creating a group.

The methods of separating and consolidating assets for the activities of financial-industrial groups are also not regulated by regulations: how to do this within the framework of specific programs being implemented, whether to carry out this transfer under the terms of trust agreements or in another way, etc.

It is important to work out a clear mechanism for distributing government orders between enterprises, the procedure for financing and responsibility for the execution of the order.

As for the legal framework of state support, the set of incentives for the creation and operation of financial industrial groups is presented mainly on paper (primarily in Article 15 of the Law on Financial Industrial Groups) and has little connection with the existing features of the mechanism for managing unified corporate activities.

Problems of an organizational nature are caused, first of all, by the lack of development of organizational structures for managing financial industrial groups; lack of regulatory powers of the central company; a high share of costs associated with the group’s internal turnover.

Among the financial difficulties in the functioning of financial-industrial groups, one should, first of all, mention the low potential of Russian commercial banks, assessed by their equity, which does not give them the opportunity to invest significant amounts in industry. Even with favorable economic and political situations for the development of this process, Russian banks will not be able to satisfy the investment needs of production by more than 10%. Hence the need to attract foreign investment, which cannot be done without government guarantees.

For the successful development of established and the emergence of new functional financial industrial groups, joint efforts of the legislative and executive authorities, interested scientific centers and corporate specialists to solve the above problems.

FINANCIAL AND INDUSTRIAL GROUP (FPG)

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 financial industrial groups 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, 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 maintain existing economic ties, long-term pooling of capital and labor resources to conduct certain activities has overpowered the tendency to formally separate organizations previously associated

the roof of one production association or even one state enterprise.

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. Financial industrial groups 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 - Government of the Russian Federation;

based on intergovernmental agreements.

It was with intergovernmental agreements that the creation and activities of financial industrial groups began. March 28, 1994 in Moscow, an Agreement was signed between the Government of the Russian Federation and the Government of the Republic of Kazakhstan on the basic principles of creating Russian-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 in the order of consolidation of blocks of shares was carried out by: establishing by the group members an open-type joint stock company 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 becoming 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 “Financial Industrial Group” 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 Financial Industrial Groups 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 (shares) of each other in such a ratio that leads to the emergence of a system of relations between the main and subsidiaries , 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 creation of financial and industrial groups (with the exception of financial and 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: the name of the financial industrial group; 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 uniting participants; duration of the contract. 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 can 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 FIG participant. whose shares are sold at investment competitions (auctions), in 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) provision of 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 - participants of the financial industrial group, carrying out investment activities in it, with benefits that provide for a reduction in mandatory reserve requirements, 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. A financial-industrial group is liquidated in the following cases: all participants of the financial-industrial group make a decision to terminate its activities; the entry into force of a court decision invalidating 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 Government of the Russian Federation makes a decision to terminate the certificate of registration of the 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.


Encyclopedia of Lawyer. 2005 .

See what "FINANCIAL AND INDUSTRIAL GROUP" is in other dictionaries:

    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 on the creation of a financial industrial group for the purpose of technological or... ... Financial Dictionary

    Financial and industrial group- (English financial and industrial group) in the Russian Federation, 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 ... ... Encyclopedia of Law

    See Financial Industrial Group Dictionary of business terms. Akademik.ru. 2001 ... Dictionary of business terms

    See FINANCIAL INDUSTRIAL GROUP. Raizberg B.A., Lozovsky L.Sh., Starodubtseva E.B.. Modern economic dictionary. 2nd ed., rev. M.: INFRA M. 479 p.. 1999 ... Economic dictionary

    Financial and industrial group- 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... ... Official terminology

    Legal Dictionary- in accordance with Art. 2 of the Law of June 4, 1999 On financial industrial groups, a financial industrial group is considered an association of legal entities (group members) carrying out economic activities on the basis of an agreement on the creation... ... Legal Dictionary of Modern Civil Law

    financial and industrial group- (FIG) according to the legislation of the Russian Federation, a set of legal entities acting 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 FIG (Federal Law On... ... Large legal dictionary

    Financial and industrial group- 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 ... Administrative law. Dictionary-reference book audiobook


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