And (participation system) based on contract. Financial and industrial groups are created for technological purposes or for the implementation of other projects and programs aimed at increasing competitiveness and expanding markets for goods and services, increasing production efficiency, and creating new jobs.

In industrialized countries, financial and industrial groups began to organize at the turn of the 19th and 20th centuries. as a result of the processes of merging production (industrial, transport, trade) and banking capital. For most countries, the formation and development of financial and industrial groups was carried out in an evolutionary way and led to the transformation of financial and industrial groups into the leading link of the world economic system. In the former USSR, with a high level of industrial concentration, the country's banking system, which was characterized by a centralized structure, did not create conditions for the integration of industrial and banking capital, characteristic of a developed market economy. With the beginning of market reforms in the post-Soviet space, the question arose about the need to organize an accelerated process of forming financial and industrial groups.

There were historical precedents for resolving such problems: after World War II, financial and industrial groups were created in a short time in Japan and South Korea, and government support and participation were of great importance for their formation in these countries.

Basic principles for creating financial and industrial groups:

• the individual nature of the project for the formation of each financial and industrial group on the basis of a unified regulatory framework;
• a variety of formation methods (including the voluntary participation of participants in a financial-industrial group, a variety of forms of consolidation of shareholdings and the possibility of forming financial-industrial groups from among state-owned enterprises);
• usage various forms integration of financial, industrial and commercial capital on the basis of mutual interest in the results of joint activities as a determining condition for formation;
• priority creation of a financial and industrial group on the basis of technologically and cooperatively related industrial enterprises that produce complex, high-tech products that are secured by effective demand and competitive in the foreign and domestic markets, as well as goods for government needs;
• the expedient formation of a number (usually at least three) of financial and industrial groups in one industry (or regional) product market or the presence of competitors in the relevant types of products;
• state assistance and support for the creation and functioning of financial and industrial groups, investment projects and programs of which meet the goals and priorities of socio-economic policy (forms of state support for financial and industrial groups, taking into account both the general economic situation and the specifics of the activities of a particular financial and industrial group are determined on the basis of an agreement on partnership and mutual obligations between the financial and industrial group and the state executive body);
• the use, when forming financial and industrial groups, of both market and non-market methods of consolidating blocks of shares owned by the state (the use of non-market methods is allowed in order to maintain state control over the relevant industries);
• the possibility of creating interstate financial and industrial groups, taking into account the direction of existing and projected contractual relations and the characteristics of target commodity markets;
• creation on the basis of financial and industrial groups of new investment mechanisms for the development of industrial production, ensuring a reduction in the load on;
• socio-economic feasibility of projects for creating financial and industrial groups, confirmed by examination.

The composition of participants and organizational and legal forms of financial and industrial groups can be varied, taking into account the stages full cycle reproduction, financial and scientific-production potential of enterprises, their role in mastering specific market segments. The main options are to unite participants in financial and industrial groups around: an industrial enterprise, a research or development organization, a commercial bank, or a trading company.

Financial and industrial groups may vary:

• by forms of production integration (vertical, horizontal,);
• by industry (inter-industry, sectoral);
• by scale of activity (international, state, regional);
• by degree of diversification (multi-industry, single-industry).

The formation of financial and industrial groups on a voluntary basis can be carried out in the form of the establishment by participants of open-type financial and industrial groups, which, according to an agreement between the participants, is assigned the functions of a parent company. These functions can also be performed by one of the participants in financial and industrial groups, gaining control over the other participants.

When legal entities are united into financial and industrial groups, its participants delegate, on a contractual basis, issues of decision-making, disposal of property and income, which in many cases leads to the subordination of the interests of the participants to the interests of the association.

The financial and industrial group is not a legal entity.

Participants of the financial and industrial group are legal entities engaged in any type of economic activity not prohibited by law and producing goods (work, services), as well as banks and (or) non-banking financial institutions. Participants in a financial-industrial group may be other organizations, whose participation, in accordance with the law, is determined by their role in ensuring the investment process in the financial-industrial group. Participants of a financial-industrial group are legal entities of any organizational and legal forms and forms of ownership - residents and non-residents who have signed an agreement on the creation of a financial-industrial group, and the central company established by them. Participants in a financial-industrial group, in order to coordinate their economic activities and conduct business, establish a central company, which is a legal entity, or, with the consent of all participants in the financial-industrial group, vest the authority to coordinate their economic activities and conduct the affairs of the financial-industrial group on one of the participants in this financial-industrial group. industrial group. In this case, the parent company, in addition to its activities as a business entity, has the powers of the central company.

Participation of a legal entity in more than one financial and industrial group is not permitted.

Subsidiaries can be part of a financial-industrial group only if their founding enterprise is a member of this financial-industrial group.

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

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

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

Rice. 25.1.
Classification of financial and industrial groups

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

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

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

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

Rice. 25.2.
Associative form of associations of organizations

(horizontal type of integration)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

♦ state guarantees for external investments;

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

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

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

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

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

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

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

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

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

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

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

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

♦ exemption in whole or in part from property taxes;

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

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

♦ provision of investment tax credit.

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

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

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

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

• Subject and course system
  • Entrepreneurial activity as a subject of legal regulation
    • Correlation of 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 standards international law
  • The role of 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 entrepreneurship
    • General partnerships
    • Partnership of Faith
    • Limited Liability Companies (LLC)
    • Joint-stock companies (JSC)
    • Producer 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
  • Non-profit 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 enterprises
  • Liquidation of collective business entities
• 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 claims proceedings
• Legal regime of property of business entities
  • Concept and types of property of business entities
  • Legal forms 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 entrepreneurial activity
• 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 legislation
  • 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
  • State regulation of innovation activities
    • 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
  • Government regulation banking
    • 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
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  • State regulation of professional entrepreneurial activity in the securities market
    • Sources of legal regulation of professional entrepreneurial activity in the securities market
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  • State regulation of auditing activities
    • Types of audit
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• Entrepreneurial agreement
  • Entrepreneurial agreement: concept, types and scope of application
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• 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 US banking and industrial capital, large financial associations were created in the form of family groups (Morgans, Rockefellers, Mellons, etc.). The practice of merging the largest concerns and banks in Germany is interesting (for example, financial groups"Deutsche Bank", "Dresdner Bank", "Commerz 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%, volume 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-Industrial Groups” (hereinafter referred to as the Law on Financial-Industrial Groups), which established legal basis creation, activities and liquidation of financial 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 direct action, however, of its 22 articles, half 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 is the next direction for 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 in it as rules general order, as well as norms on certain types of associations (holdings, financial and industrial groups, navels, concerns, etc.).

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

1. FIG - a set of legal entities operating as main and subsidiary companies or who have fully or partially combined their tangible and intangible assets (participation system) on the basis of an agreement on the creation of 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 pursue a unified economic policy, as well as aimed at increasing competitiveness and expanding sales markets goods and services, increasing production efficiency, 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 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. a 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 executive authorities or 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 of 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.

Gorzhankina S.V.

In market conditions, the formation of financial industrial complexes inevitably. 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 modern industrial developed 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 loss huge opportunities last;
• 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.

Picture 1. Schematic diagram functioning of financial industrial groups

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" (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 city)
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” (Agroindustrial Complex), “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 in 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. The “initiators” of this type of financial industrial group 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 ownership 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 the weak points of 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 point of view of the financial security of its plans.

In accordance with the Law of the Russian Federation “On Financial and Industrial Groups” it is possible the following options integration and consolidation of property of financial industrial groups:

• 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 group members participate in the capital of others, and capital concentration 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 financial industrial group “Svyatogor” it is less than one percent, for the financial industrial group “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 to improve 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 orientation towards one or another of the above forms of integration within the framework of financial industrial groups 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 ones. 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. TO this species The following financial and industrial groups include: “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 in undergoing 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 food industry enterprises. 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 material enterprises to metallurgical plants, as well as the geographically advantageous location of the port member of the Nakhodka Sea Trade Port OJSC group (since the countries of the South-Eastern and Central Asia 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) receives 77 positions of finished parts and assemblies from GAZ JSC (Nizhny Novgorod, Russian Federation). 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 with 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 people demand a speedy legislative solution legal issues. 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; at the General Meeting of the central company - voting is carried out in blocks of ordinary shares.

The restriction on the participation of banks in more than one financial industrial group is already being reviewed by the State Duma, and perhaps financial and credit institutions will be allowed to join 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 liability presupposes liability with all of one’s 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 activities 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 existing features 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 financial difficulties The functioning of financial industrial groups should, first of all, be called the low potential of Russian commercial banks, assessed by their own capital, 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 research centers and corporate specialists are required to solve the above problems.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The financial and industrial group is registered by a central company, which, being a separate legal entity, is created and registered earlier than the group itself. The registration of the group is carried out by the Ministry economic development and trade of the Russian Federation in a separate state register.

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

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