Possible goals of changing the business ownership structure. Foreign experience of structural reforms and the possibility of its use in Russia

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However, a number of researchers consider reforming and restructuring to be different, separate (to one degree or another) processes. So, for example, the authors of the monograph “Reforming and Restructuring an Enterprise” (V.N. Trenev, V.A. Irikov, S.V. Ildemenov, etc.) argue that reforming is associated with a change in the strategy of an economic entity and its implies a change in the structure of the enterprise and the products created. In the same work, the authors separate from the concept of "restructuring" not only "reforming", but also "reorganization". Many Russian authors consider the reorganization of a (joint stock) company to be a special case (direction) of the restructuring of an economic entity (D. Konokov, K. Rozhkov, M.V. Odintsov, L.V. Ezhkin, A. Karlik, E. Grishpun, S.V. Valdaitsev, G.S. Merzlikina, E.A. Semikin, M.D. Aistova, etc.). There is also a group of researchers who consider reorganization the only way to restructure an economic entity (A. Glushetsky, V.G. Kryzhanovsky, E.S. Minaev,

V.P. Panagushin and others). As for reengineering, there is also no clarity here. So, according to S.V. Valdaitsev, reengineering is a special procedure that precedes, without fail, the procedures of restructuring (financial) and reorganization of an economic entity. M.D. Aistova also considers restructuring and reengineering to be different processes within the framework of the general process of enterprise reform (though without any subordination). Another Russian researcher S.V. Rubtsov, on the contrary, argues that "business process reengineering is one of the organization's business processes." The authors of the "Modern Economic Dictionary" consider reengineering (as a process for the modernization of previously implemented technical solutions) as one of the areas of restructuring. Most of the authors (M. Hammer, J. Champi, T. Davenport, A.-W. Scheer,

G.N. Kalyanov, V.A. Barinov, V.V. Goncharov, G.I. Khotinskaya et al.) operate with this term, speaking of fundamental transformations within the organization, while ignoring the concept of "restructuring", that is, the concept of reengineering actually replaces restructuring, however, in a slightly different qualitative sense.

The term "restructuring" is also used in relation to the debts of enterprises. In a financial sense, it means procedures for the orderly modification of the terms of repayment of the debts of an enterprise, agreed between the creditor and the debtor, and carried out due to the inability of the debtor to repay its debt obligations at the originally established time. Restructuring involves a change in the terms of a debt contract whereby the creditor makes some concession or benefit to the debtor, for example, the creditor may agree to an increase in repayment terms, temporarily defer certain installments, or accept a smaller payment than is due. At the state level, methods such as an investment tax credit, the issuance of debt obligations, etc. are also used.

In modern economic theory, a classification of types of restructuring of an economic entity has developed depending on the stage of development of an economic entity:

a) operational (in some sources - restructuring in a crisis) - is carried out in order to bring the enterprise out of the current crisis;

b) strategic - carried out in order to maintain the economic entity as an operating one (increasing the value of equity, maintaining corporate value, etc.).

In some sources, operational restructuring has also been called "crisis restructuring" and strategic "development restructuring".

2. Research of forms and methods of restructuring of enterprises of the industrial complex of the region.

The range of funds used in the framework of restructuring programs is very wide. It ranges from simple activities to long-term, complex programs of purposeful corporate culture development. In accordance with modern concepts, it is proposed to systematize the directions of reorganization of structural elements (Table 1).

As basic organizational elements within the framework of programs for the transition to resource-saving production, such tools should be understood that cannot be further divided into lower-level measures. For example, the “delegation of tasks” tool cannot be reduced to individual activities, the combination of which could result in some level or degree of such delegation.

The restructuring uses a number of complex, integrated organizational concepts. We are talking about a set of activities that are based on linking several basic elements in different forms. These concepts are activities of a higher order, since they are implemented with the help of their basic tools.

Restructuring is a purposeful process that results in qualitative and quantitative changes in the elements that form the company and its business.

Table 1

Characteristics of restructuring methods

As the main methods of restructuring used to calculate the economic effect of restructuring, the following can be indicated:

At the first level of restructuring as part of the restructuring of the elements that form the company's property complex, in terms of the restructuring of assets - subject to the preservation on the company's balance sheet: leasing, conservation; subject to alienation: liquidation, sale, write-off;

• at the second level of restructuring, as part of the restructuring of the elements that form the company's business, the main methods of restructuring are the sale of a business, the acquisition of a business.

The implementation of any of these methods is aimed either at generating income, or at minimizing the costs associated with the presence of an asset, or affects both.

Among the main methods of restructuring accounts payable is the recognition of debt as invalid, deferral or installment plan of debt with subsequent repayment, repayment of debt with minimal costs, redemption of claims against the creditor with subsequent presentation of claims. The main methods of restructuring receivables are repayment of debts with the maximum economic effect, recognition of debts as invalid.

Thus, among the entire set of methods for restructuring an industrial enterprise, the most effective, having a synergistic effect and revealing more fully the potential of an organization, is considered a method based on the transition from a goal to a new state of the organization.

The scientific novelty of the study is the justified need to apply the approaches and methods of strategic management in the anti-crisis management of industrial enterprises.

Restructuring methods aimed at changing the business infrastructure are among the most difficult in terms of implementation. Contrary to popular belief, it is possible to achieve the target state of the business infrastructure not only through M&A transactions (mergers and acquisitions) or changes in the ownership structure. The same goal can be achieved by entering into strategic alliances and resorting to outsourcing (Table 2).

However, these methods have significant limitations that make it difficult to use them in Russia's dynamic economy. The main ones are: lack of qualified lawyers in corporate and tax law; insufficient legislative regulation; lack of a satisfactory legislative base, law enforcement practice, publicly recognized mechanisms for the implementation of existing laws.

It is conditionally possible to distinguish three types of methods aimed at changing the management system (Table 3).

table 2

Methods for changing business infrastructure

Table 3

Methods for changing the management system

In this topic you will learn:

Marvin Weisbord believes that the purpose of the organization arises as a result of psychological negotiations between "what we want to do" (our value orientations, beliefs, satisfaction, competence) and "what we should do" (environmental requirements, vital needs, etc.). These negotiations are always going on, whether people realize it and discuss it or not. This is how people set priorities. These priorities determine the current activities of the organization. If the above negotiation was done unconsciously, then priorities can be inferred based on what people spend their time, energy and/or money on, regardless of what they call important. This kind of approach is likely to be a good approximation of "what we want to do", temporarily replaced by "what we are forced to do".

People have different feelings (mostly anxiety) about work that they cannot approach rationally if the goals of the organization remain unclear. Therefore, the two critical factors for this cell are clarity of purpose and agreement on goals . The more fully implemented these factors, the less anxiety.

Goal setting is one of the ways an organization deals with uncertainty. An adequate statement of purpose should always open up the possibility of delineating the boundaries beyond which the organization's activities are appropriate or inappropriate at a given moment and place. Properly formulated goals reveal the unique features of the organization- what in a formal sense distinguishes it from all others, including its competitors in this field.

Peter Drucker(2000) suggests that ill-defined or overly broad goals create strained relationships with producers and consumers in a similar way. They prevent the focus of activity or concentration, without which the organization cannot be made to work. Organizations work well when they (1) it is better than anyone else perform certain functions in which (2) interested enough consumers.

goal setting - "what are we doing?" - always associated with clarification restrictions- "what are we not doing?" - what should be consciously abandoned in order to focus your efforts on the main thing. Goals and limits fulfill the following main tasks in management:

• comparison of the existing state with the desired one;
• guiding requirements for action;
• decision criteria;
• control tools.

Igor Altshuler (2003) emphasizes the importance of choosing the right goals: “A start-up company will never achieve serious success if it does not set itself a super-task. the external enemy disappears, everyone begins to think only about who is paid more or who has more power.The further the goal is for employees, the more chances they have to turn into a single team.Firms often explode from the inside, because the goal is not taken outside of it local interests are winning."

What should be effective goals? The world management practice has adopted the concept SMART -goals ("smart", an abbreviation of Specific, Measurable, Achievable, Related, Time-bound):

• Specific - be so clear and precise that there is no room for misinterpretation or multiple interpretations;
• Measurable - express quantitatively everything that is possible and even, first of all, subjective expectations, fixing what the result can be if the goal is achieved;
• Achievable - both the boss and the subordinate must be sure that the goal is achievable;
• related - correlate with the strategy, economic goals of the organization, the interests of the contractor;
• time-bound - defined on the time scale in terms of its achievement.

In addition, if an organization wants to work "smarter" ( SMARTER ), then its goals must meet two more parameters, they must be:

• Evaluated - are balanced by the management in the context of the activity process and the results achieved; and
• Reviewed - objectives should be periodically reviewed and adjusted in accordance with changes in the external and internal environment of the organization. For example, this may be due to the fact that: fashion changes; new technologies are being created; habitual practice becomes obsolete; old markets are dying; new markets emerge; people change their views, as a result of which they begin to think differently about what they are doing, etc.

The objectives of the enterprise, as a rule, are very specific. They should be:

• clear, concise and without the possibility of double interpretation;
• formulated in terms of future states of the enterprise;
• comply with the strategy, policy, plan and procedures of the enterprise;
• correspond to the competence of the personnel or to consider also the growth of the competence of the employees of the enterprise;
• meaningful and with an element of challenge, inviting to serious work.

During goal setting - the choice and formulation of goals, it is important to consider the following aspects of :

• Characteristics and quality of goals (complexity, achievability, allowable losses, time to achieve, relevance, environmental friendliness, etc.).
• Restrictions - leader, employees, customers, competitors, society. Goal projections.
• Consistency and phasing of goals .
• Goal migration. False targets. Spare targets. Subgoals. Complex (composite) goals. Example of goals. Target inlay.
• Functional and technical and
• emotional and psychological target properties.

Briefly the main goal setting principles can be formulated as follows:

• Structuring goals based on a number of criteria (for example, goals can be structured according to at least three criteria: by level of generalization or priorities (corporate, medium and operational levels); by areas of activity (financial, marketing, new product development, information equipment, etc. ) according to the direction of the enterprise's efforts (development, stabilization).
• logical order and consistency systems goals;
• Complementarity and mutual support of the goals of different levels and different activities.

The purpose of the organization acts as a unity of motives, means and results. It means:

• the goal is an objectified motive (need)
• the goal is formed when motives meet means (resources, opportunities, conditions)
• the concept of "goal" is not identical to the concept of "result". The achieved goal can be only a part of the result.

Specifically, the goals of the enterprise can be formulated in the following categories:

• increase in market share by... %;
• increase in sales volumes by...%;
• increase in net income growth rates;
• increase in equity share up to... %.
• entering new markets;
• improving the quality of manufactured products;
• reducing the standard terms of customer service to ... days, etc.

G. Goldstein noted the existence of links between goals. He distinguished two types of connections:

• vertical (3 levels: lower, intermediate and upper or final);
• horizontal (5 types of correlation: identical, complementary or complementary, competing, antagonistic and indifferent).

Competitive and antagonistic goals tend to come into conflict, the resolution of which can be reduced to four strategies:

• dominance - full implementation of some goals, due to partial or complete non-fulfillment of others;
• overestimation - identification and implementation of the most significant aspects of the goals;
• breeding by sphere - ensuring the implementation of goals in private specific areas;
• merger - reformulation of the problem, setting a goal from a fundamentally new position, eliminating the contradictions that have taken place.

It is important to note that an organization is a complex of relations where different individual and collective entities operate, and each of them has its own goals, and they cannot completely coincide. Moreover, contradictions constantly arise between them. An organization is an association of contradictions between the goals, interests, and actions of its members. Can be distinguished four sources of goals in an organization : (Prigogine A., 2003)

• Owner (or owners).
• Business (as an activity in a social context).
• Managers.
• Staff.

Accordingly, ten groups of possible misalignment of goals in a business organization can be distinguished:

1. Owner goals - Owner goals
   • different strategies.
   • Differences over status or profit orientations.
   • Difference in priorities: current or strategic profitability.
   • Disagreements in the distribution of profits for different purposes.
   • different groups of owners.
2. Owner goals - Business goals
   • Disagreements over the distribution of profits for new equipment or dividends to shareholders.
   • Difference in priorities: capitalization or business development.
   • Owners tear the business, saving on it.
   • The owners do not know the business, make unrealistic demands on the business.
   • The owner is interested in some client who is unprofitable for the business.
   • The owner is closing the business.
3. Owners Goals - Managers Goals
   • The cost of management technology is not clear to the owners.
   • Different ways of business development.
   • The profit center is mine, the cost center is yours.
   • Owners send their people to management.
4. Owner goals - Staff goals
   • Spend profits on dividends or salaries.
   • Owners want great employees with low wages.
   • working conditions and economy.
   • Staff - stability, owner - changes, reorganization
5. Business Goals - Business Goals
   • Deferred sales to some customers and profitability.
   • Conflict between lines of business (due to resources, customers).
   • Wholesale trade competes with its own retail.
   • Either growth or development of the client base.
6. Business Objectives - Executive Objectives
   • Business needs dynamics, and the leader is focused on stability.
   • The business needs to be reorganized, but for executives, this is an additional strain.
   • The closure of some production facilities for the sake of the profitability of the business as a whole.
   • Managers divert resources away from the business for their own needs (increase in managerial staff, hospitality expenses, new office equipment).
   • Focus on career and business opportunities.
7. Business Objectives - Personnel Objectives
   Business requires qualifications, technological discipline, some workers resist.
   • Lack of subjectivity of personnel as a brake on business development.
   • Incompatibility of personality and function.
   • Business requires funds for development, and personnel - for social programs.
   • The profitability of the business involves layoffs.
8. Leadership Goals - Leadership Goals
   • The struggle of the heads of different services for resources, statuses, powers.
   • Intra-company competition for customers.
9. Managerial Goals - Staff Goals
   • Managers seek to provide owners with profitability, subordinates demand wage growth.
   • Spontaneous management and the demand for order.
   • Managers demand full commitment, staff work to a minimum.
10. Staff goals - Staff goals
    • Private interest groups at the expense of others.
    • Conflict of interests between: earning and providing divisions, purchasing and trading, innovators and conservatives.

Enterprise planning involves different levels of scale. However, even in small enterprises, only one goal is rarely formulated.

The modern concept of managing business organizations suggests that, in the end, the efforts of management should be aimed at achieving the main economic goal - increasing business value , which consists of two components - the profitability of operations and the level of capital use. Thus, management should primarily seek to increase revenues, reduce costs, shorten cash turnover, sell off non-core assets, and outsource support functions.

Rice. 5.1. Business Value Addition Scheme

It would probably be more correct to say that the pursuit of business value is the goal of the owner rather than the business itself. The owner (founder, investor) creates a business, invites managers or manages himself, the manager hires staff. All of them are the source of organizational goals. However, the owner, and managers, and staff can achieve their goals only through business. And the purpose of the business teleonomic because the business exists only based on the client. If a business does not have a buyer for its product, then the business disappears. It follows that the main goal of a business is to create, expand and develop a customer base. ( Prigogine A. , 2003).

In general, one can distinguish three types of business goals :

• teleonomic - the level of survival;
• directional - the level of stable functioning in given conditions);
• aspiring - the level of proactive actions.

Accordingly, each type can be considered in a number of significant internal aspects of the organization :

• levels of goal formation;
• management values;
• management styles;
• management methods;
• types of organizational culture.

Conventionally, this can be represented in the form of a table:

To ensure effective operation, the organization should conduct a diagnosis of goals from time to time. It is necessary to find answers to the questions: between what goals are there discrepancies? How do all these goals relate to each other? Where are the main contradictions? Between what goals are conflicts brewing? How to harmonize these goals?

Target diagnostics should find out the following:

• Goal alignment. How relevant is the purpose of the organization to its environment? Are there enough customers to ensure the survival of the organization?
• Clarity of goals. Is the goal specific enough to include some things and exclude others?
• Agreement on goals. To what extent do people demonstrate agreement with the declared goals in their informal behavior?

The main overall goal of the organization, expressing the reason for its existence - is designated as its mission . Other goals are being worked out to carry out this mission. The mission of organizations exists whether it is formulated or not. This is what the organization is useful to the outside world, what is useful (products, services) than the organization exchanges with the external environment to obtain the resources necessary for its own survival. The mission answers the question - what is the main (general) goal of the organization, clearly expressing the reasons for its existence, its social significance.

The clear distinction between the mission of an enterprise and its goals can be defined in terms of the following four dimensions:

• Temporal aspect . The mission has no time criteria. Goals, on the other hand, are always temporary in themselves and imply a time frame when they must be achieved.
• Focusing. The mission has a focus on the external environment for the enterprise, such as achieving recognition or becoming a leader in the industry, etc. Goals, on the contrary, most often refer to the internal aspects of the enterprise and are expressed in terms of the use of available resources to achieve specific internal indicators.
• Specificity. The mission is expressed in terms of a general, relative nature, related to the image of the enterprise, its corporate identity, etc. Goals are usually expressed in terms of specific outcomes. Goals, in principle, imply their achievability.
• measurability . Both the mission and the goals are, in a sense, measurable. But the measurability of the mission is of a relatively qualitative nature, while the provisions approved for the purposes are of an absolute, quantitative nature.

The mission should reflect the following semantic parts:

• Company objectives in terms of its core services or products, its core markets and core technologies. In other words, the mission should show what kind of entrepreneurial activity, what kind of business the company is engaged in.
• The firm's external environment , which defines its working principles. We are talking about the general environment, the industry environment, the competitive environment, and maybe the local environment.
• Organization culture , the working climate that exists within the firm and, accordingly, the type of people who are attracted to this climate.

A detailed description of these aspects is given in a document called the firm's mission statement. This declaration includes the following key components:

• Consumers: Who are the customers of the organization?
• Markets: Where does the organization compete geographically?
• Products or services: What are the most important products or services the organization offers?
• Technology: What are the underlying technologies used by the organization?
• Economic goals: What is the organization's position on growth and profitability?
• General concept of the organization: What are the strengths and competitive advantages of the organization?
• Image: What public image is desirable for the organization?
• Philosophy: What do the organizations believe in and what are its core values?
• Efficiency: Does the mission statement take into account the wishes of the organization's key influence groups?
• Ability to inspire: Can a declaration motivate people?

The mission statement must meet a number of requirements:

• Simplicity.
• Ease of transfer.
• Reliance on facts - not on thoughts and dreams.
• Shows clearly what to do and what not to do.
• Dynamism.
• Availability at all organizational levels
• Should inspire confidence.
• Unambiguity, inadmissibility of discrepancies.

A limited interpretation of the mission negatively affects the firm's ability to respond flexibly to changing market demands. An extended interpretation of the mission can significantly reduce the productivity of resource use and, ultimately, lead to the loss of competitive advantage and bankruptcy of the company.

The complete absence of a mission guarantees the firm the presence of ever-increasing problems. The concept of mission is closely connected with the concept of the competitive status of the firm. Both concepts do not contradict and complement each other. The competitive status of the company answers questions - how to produce the product or service declared by the company, by what means in order to maintain a competitive advantage. Both mission and competitive status depend on external factors. Mission formed in anticipation future opportunities in order to form the strategic potential required for the survival of the company (reflects its expected or desired capabilities). Competitive status depends on the company's existing strategic potential (its existing capabilities). The mission should indicate the goal, or, in other words, give a forecast of the development of social needs, criteria for their evaluation and social significance. The main element of the forecast is the ideal, which means not just what will be, but what should be, what should be strived for. Ultimately, the forecast becomes the subject of conviction and faith.

A correctly formulated and described mission of an organization is a powerful business tool. There are three main functions of the mission - it is:

• Gives a general idea of ​​the company (products and services, customers and markets, competitive advantages and uniqueness). Only by formulating the mission, the buyer or consumer of the company's products can evaluate the priorities that guide this company, as well as evaluate the goals and directions of its activities.
• Promotes unity inside the company and the creation of a corporate spirit (makes clear the purpose of the company, forms a business climate, establishes the degree of compliance of employees with the requirements of the company).
• Creates opportunities for effective management of the organization (the basis for the development of goals, standards for the allocation of resources, specification of the meaning and content of the activities of each employee). The presence of a mission allows the company's management to determine the place that the company should take in the market and formulate its strategy for achieving this place; employees of the company - to feel like participants in a common cause in the development of emerging opportunities, gives them a goal, emphasizes their importance, aims at achieving high results; finally, to consumers of the company's products - to treat the company with attention and interest, which can satisfy their various needs and requirements, to follow the company's products. Products and technologies may change, but the needs and demands of the market may remain unchanged.

As an example, here is the mission statement of the well-known multinational company Procter & Gamble:

• to produce products of the highest quality and consumer value, which contribute to improving the living standards of people in different countries.
• creation of an organization and working conditions that attract the most worthy people, ensure the fullest development of their talents, free and inspired work for the benefit of the business, the preservation and development of historical principles of an honest attitude to work and the correctness of actions.
• the successful application of our principles will help us to lead our products in the market share and profit, which will lead to the prosperity of the common cause, workers and employees, shareholders and communities where we live and work.

The mission is not only a declaration of priorities, but, more importantly, a way of life, an understanding of the world around us and ourselves in it of the company and its employees. Take a look at how business understanding can change on a global scale when the mission statement changes:

The implementation of the mission and goals of the organization is described in the company's business plan. Planning can be carried out at all levels: from the activities of the contractor, to the master plan for the development of the organization and business.

Historically, planning systems have evolved in the following order:

• budget planning (early 1900s) - preparing annual budgets and controlling variances.
• Long term planning (early 50s) - forecasts, statistical models, identification of tendencies and trends. The assumption is that the external environment has its own dynamics.
• Strategic planning (60s) - here is no longer a prediction of the future, but an assessment of strategic alternatives and dynamic resource management.
• Strategic management (80s) - it is necessary to ensure the achievement of sustainable competitive advantages (SCE). The company creates its future.
• Change management (XXI century) - you need to be as flexible as possible: structures, culture, thinking, areas of interaction - it is important to be able to quickly change everything. The main value is the client, the company builds the future in an equal dialogue with him. The main objects of planning are the competence of the organization and the competence of employees. Strategies make sense only in short-term periods (up to 3 years).

A detailed, comprehensive plan designed to ensure that the organization's mission and goals are achieved is commonly referred to as strategy . The following are the key features of the strategy:

• Within the framework of the strategy, only the vital factors that have a qualitative impact on the success of the organization are considered. All other aspects remain outside the scope of strategic issues.
• Although the strategy is developed for the most part by top management, the entire organization and, above all, heads of all levels of management should work for its implementation.
• A truly useful and effective strategy should be based on the perspective of the entire organization, not specific people, although it is often difficult to separate them.
• Strategic planning is a complex, lengthy and costly process. Therefore, the results of strategic planning should be actively used by management.
• Having a conscious strategy allows a firm to define its identity, find a foothold, develop its special internal resources and capabilities, achieve differentiation from competitors, and ensure that the specific needs and expectations of target customers are particularly effective in meeting.
• The strategy must be designed in such a way as to maintain its integrity for the long term. This can be achieved when strategic plans are flexible enough to allow modification and reorientation, which is absolutely necessary in today's business environment.

Among the tools for implementing the strategic plan, it is customary to single out the following:

• Tactics. There are a number of differences between tactical plans and strategic ones:
  • Tactical plans are designed to achieve subsidiary tactical goals.
  • Strategic plans are developed as documents based on independent strategic goals. Tactical plans are always developed in the development of strategic ones and have no independent significance.
  • Strategic plans involve the firm's strategic resources, i.e. costly are critical to the firm's success. Tactical plans typically involve resources that can be easily purchased from the market and are not critical to the company.
  • If the organization's strategy is developed and approved at the level of the top management of the organization, then tactical plans are usually prepared by the middle management and can be approved by the top management.
  • Tactical plans tend to cover shorter time periods than strategic ones.
  • The results of the implementation of tactical plans usually appear faster than strategic ones and are clearly correlated with the specific actions of specific performers.
• Politics - is a general guide for action and decision-making by the employees of the organization.
• Procedures - a pre-developed description of the sequence of actions for making a decision in a situation of a particular type.
• rules - specify exactly what should be done in a particular single situation.
• Budgets - are a tool for dynamic management of input and output resource flows in order to balance them.
• Tasks - a prescribed work, a series of works or a part of the work, which must be performed in a prescribed manner within a certain period of time.
• Managing the implementation of plans. The tools for responding to deviations in the course of real events from the plan are operational controls implementation of plans. In the 1970s and 1980s, the "Management by Objectives" method became popular. MBO popularized by Peter Drucker. The essence of MBO is that the manager delegates tasks, "negotiating a contract for goals" with his subordinates, without offering them detailed routing of movement in a given direction. The result is important, not the activity itself. This method, however, is only appropriate if the firm has competent, highly qualified personnel. It stimulates the initiative and creativity of employees, however, it requires a significant amount of time to adequately coordinate and document the process.

Usually, planning runs in several stages :

• Formulation of a vision (hypothesis about the future).
• Making a forecast (how realistic this vision is).
• Drawing up a plan (budget).
• Implementation of the plan.
• Accounting and control of results.
• Analysis of results. Summarizing.

Strategic planning begins with the formulation visions . A vision is an ideal picture of the future. Vision is the dreams and ambitions of the owner, which reflect the interests of society.

For example, the famous auto manufacturer Henry Ford formulated the vision of his business in this way: " I will build a car that is accessible to a great many people. Its price will be so low that any person with a good wage will be able to buy such a car and, together with his family, enjoy blessed hours of rest in the vast open spaces of God ... When I complete this undertaking, everyone will be able to afford a car and will to have it. Horses will disappear from our roads and we will give work and good earnings to a large number of people. ".

No less interesting is Walt Disney's vision of a fundamentally new amusement park: " The concept of Disneyland is simple. This is a place where people find happiness and learn new things. This is a place where parents and children enjoy spending time together; a place where teachers and students open up great opportunities for learning and learning. There, the elderly will be able to satisfy their nostalgia for the past, and the young will be able to enjoy the challenges of the future. There, for public viewing and study, the wonders of Nature and the wonders created by Man will be presented. Disneyland is based on those ideals, dreams and harsh but true facts that created America and is dedicated to these ideals, dreams and facts. Disneyland's unique equipment will make it possible to visually demonstrate these dreams and facts, turning them into a source of courage and inspiration for the whole world. Disneyland will be a bit of a fair, and an exhibition, and a playground, and a community center, and a museum of living facts, and a place where you can see the beauty and magic. It will absorb the achievements, joys and hopes of the world in which we live. And he will remind and show us how to make all these miracles a part of our lives. ".

The vision can be very specific, defining the technical side of the company's functioning, as, for example, Motorola: " Motorola dreams of a world where phone numbers are assigned to people, not places; in which small, palm-sized devices will allow people to keep in touch with each other, wherever they are; in which new means of communication can convey visual images and data as easily as voices ".

At the drafting stage forecast many different methods are used. One of the most common is the scenario planning method. Scenario planning - this is a method of constructing alternative options for the future development of the external environment of the enterprise, allowing managers to analyze and make strategic decisions in conditions of uncertainty. Scenarios allow companies to think in terms of the future, they answer the question: how can a company get into an imaginary future, make it real.

Allocate seven steps for scenario development :

• Problem identification. List of key questions.
• Identification of the main factors and trends (certain and uncertain), their interdependence
• Ranking of factors by importance and priority
• Choice of scenario logic. Matrix of the main factors. Description of scenarios.
• Analysis of the main factors within each scenario
• Consequence analysis. The sensitivity of the parameters. Zones of invariant solutions.
• Selection of indicators and signs for control

Among the most common Scenario approach errors include the following:

• All scripts are based on one variable
• Top management is not involved in scenario development
• Built scenarios are obviously not equivalent
• Too many scenarios
• Too much detail
• Lack of indicators, benchmarks

At the stage budgeting , the management of the organization draws up a detailed business plan, which includes the following sections:

• Introductory part, purpose and essence of the project.
• Analysis of the state of affairs in the industry.
• Purpose of the proposed project.
• Analysis of the market, market forces, opportunities and threats.
• Marketing plan: analysis of consumers, distribution channels, description of the marketing mix, assessment of economic factors, formulation of a unique selling proposition, etc.
• Production plan.
• Organizational plan: an analysis of the strengths and weaknesses of the organization, a plan for human resource needs, a description of management, motivation and control systems.
• The degree of risk and compensatory measures.
• Financial plan: cash requirements, distribution of cash flows, financial results.
• Applications.

Is there some skepticism about the success of the business plan? August Scheer believes that "Market processes proceed so quickly that a business plan drawn up for three years, as a rule, has no chance of being implemented in its original form."

Therefore, the most important criteria are:

• Prospects for the growth of the market segment in which the company wants to work.
• The degree of novelty of the primary idea, because it indicates the fundamental ability of the founders to generate ideas
• Managerial qualifications of the founders

If these three criteria are evaluated positively, then we can talk about the success of the project. The business plan is more of a formal insurance policy for banks or risk capital investors.

Dwight Eisenhower - the general of the US Army, who later became president, said: "The plan is nothing, planning is everything", thereby emphasizing the great importance of systematizing information in the planning process and the importance of flexibility (the ability to deviate from the plan) of managers.

The successful development of the company leads, for many reasons, to the complication of various aspects of its business. As a rule, the organizational structure of the parent company becomes more complicated, branches and subsidiaries are created or acquired. As a result, the company is being transformed into a holding, and this leads, in particular, to an increase and complication of its internal document flow. The positive dynamics of sales of products, goods and services is accompanied by an increase in the number of counterparties and an increase in the content of external information flows. The development of the company's business is also accompanied by a change in strategic goals and objectives. These factors, along with some others, lead to a change in business management priorities as it grows.

Change of priorities in business management

If for the management of a small business it is necessary to organize the maintenance of accounting and tax accounting in all areas, to provide for the formation of regulated reporting, as well as the maintenance of operational accounting of current activities in the necessary sections with the possibility of obtaining the necessary data for making management decisions, then for a company with a holding structure this is no longer enough .

The goals of rapidly growing companies often include the development of new territorial market segments, the release of new types of products, business diversification, etc. Achieving the goals set by a growing holding with a branched structure involves solving the problems of formalizing the strategy of a group of enterprises, creating a flexible holding management system, attracting investments and requires consolidated corporate financial statements.

Corporate financial reporting allows the owners of the holding, creditors, investors, auditors and other external and internal users to get a complete picture of the state of the business of the group of companies. It is also used to make informed and reasoned management decisions. At the same time, the formation of corporate reporting should take place within an acceptable time frame and be carried out with acceptable costs for its preparation.

At the same time, there are a number of circumstances that hinder the timely receipt of adequate corporate reporting. Different business entities of the holding, as a rule, apply different accounting policies. At the same time, bringing all entities to a single accounting policy is not always economically feasible, and in some cases, for example, for enterprises under the jurisdiction of foreign states, it is simply impossible. In addition, different enterprises that are part of the holding may use different systems to automate accounting and management.

As a result, as practice shows, the task of forming corporate financial statements requires qualified employees and external consultants, as well as new modern automation tools.

In addition to the formation of corporate reporting, an urgent task for Russian holdings is also the introduction of such modern management and information technologies as budgeting and a balanced scorecard. The use of budgeting allows you to distribute the resources of an economic entity in time in an optimal way. The use of a balanced scorecard (Balanced Scorecard) allows using simple and understandable key performance indicators KPI (Key Performance Indicator) to transform the strategic goals of the holding into an operational plan for the activities of individual enterprises, divisions, as well as key employees of the holding and monitor their achievement.

The intention of the owners of the holding to receive the investments necessary for the implementation of long-term projects, or, for example, to increase the capitalization of the company with a view to its further sale, in some cases leads them to the decision on the initial public offering of the company's shares on the stock exchange - to the decision to enter the IPO (Initial public offering ).

Preparing for an IPO implies ensuring business transparency and publicity of the company without fail. As part of solving this problem, it may be necessary to restructure the company in order to move from the existing structure to a legally transparent and economically justified one. The conditions for preparing for an IPO include the formation of the holding's consolidated financial statements in accordance with Russian and international standards (IFRS), as well as its audit, the introduction of modern corporate management standards and other requirements.

To solve many of the problems described above, the 1C company offers the 1C: Consolidation 8 software product. This software product allows you to automate the collection and centralized storage of reports of business units included in the holding, the consolidation of management and accounting reports. It can be used to implement budgetary management of both individual companies and groups of companies. The program allows you to transform reporting prepared according to one standard into reporting according to other standards - RAS, IFRS, US GAAP, etc.

Holding structure, consolidation perimeters

Before starting the consolidation process, it is necessary to determine the subordination structure of the business units included in the holding, and thus get an idea of ​​the organizational and economic relations between them. At the next stage, you need to set the consolidation perimeter, in other words, determine the set of business units for which consolidated reporting will be generated.

The structure of the holding may be different and depends on the specifics of the activity, as well as on the methods of solving management problems. For example, in the simplest case, the holding structure may be a parent company and several subsidiaries subordinate to it. Such a structure ensures transparency of ownership and relative ease of control of owners over all enterprises of the holding.

In a holding with a more complex structure, subsidiaries may be linked by mutual ownership relations. Many of them may also have minority shareholdings. These circumstances complicate the consolidation of financial statements.

In addition, business interests may require the generalization of data on organizations segmented according to various criteria - industry, regional, etc. The list of organizations included in the consolidation perimeter may also depend on the users for whom the consolidated financial statements are prepared.

The interests of business development may require the use of a flexible management structure that is different from the organizational one. In this case, it may be necessary to consolidate the reporting of not only legal entities, but also branches, separate divisions and financial responsibility centers (CFDs). At the same time, the CFD can be of various types - investment centers, income centers, cost centers and profit centers.

The software product "1C: Consolidation 8" is designed to meet the requirements of modern business, and it can be used to consolidate reporting in all cases described above.

The program provides for the development of reporting forms for business units - organizations within the holding, branches, Central Federal District, etc. "1C: Consolidation 8" allows you to describe various aspects of the organizational and financial structure of the group - the composition of business units, the hierarchical structure of subordination, the methods of consolidation used in relation to business units, as well as the composition of owners and their share of ownership of business units of the group.

Consolidation perimeters are determined - a group, sub-holding, industry or geographical segment. You can maintain multiple consolidation perimeters in one infobase. This allows you to consolidate in stages, generate reports by segments, etc. The total ownership shares of each perimeter OU by the owners of the consolidation perimeter are calculated, taking into account complex ownership interests such as indirect and counter.

Depending on the actual degree of control over individual enterprises by the group, various consolidation methods are used in the program - "Full consolidation", "Equity method" and "Proportional consolidation".

Perimeters are versioned. This allows you to store the history of acquisitions and disposals of companies within the holding. When consolidating the "Profit and Loss Statement", acquisitions and disposals of the reporting period are taken into account. At the same time, the values ​​of indicators on the date of acquisition or disposal are recorded or excluded from the calculation, respectively.

If different accounting policies are used at the enterprises of the holding, then different processing rules are applied to the reports received from them. These rules are defined for individual organizational units or for perimeters and contain algorithms for the transformation and consolidation of reporting.

Business performance management

The dynamic development of Russian holdings requires a high-quality management system. Modern management practice uses many concepts and approaches aimed at increasing efficiency, ensuring business growth and development. One such approach is budgeting.

Today, budgeting is a management tool for monitoring and planning resources, expressed in quantifiable terms, designed to achieve the company's strategic goals.

The introduction of budgeting involves the development of a budget model and regulations for maintaining budgets. The basis for building the budget process is the financial structure. It is important to note that the financial structure does not repeat the organizational one. Financial responsibility centers can be both individual enterprises and aggregated business units that unite enterprises on a certain basis.

The program "1C: Consolidation 8" allows you to create a financial structure based on the company's development strategy. It is possible to enter budgets in the form of tables, i.e. close and understandable for non-financial participants in the budget process. Import of data in different formats from various automated systems is supported.

To achieve the strategic goals of the owners, an approach is often used that provides for the decomposition of the main goal. An example of a possible decomposition of the main goal "Growth in net profit by 30%" is shown in the figure.

Decomposition of the goal "Growth in net profit by 30%"

In the process of decomposition, for each goal of the hierarchical tree of goals, a key performance indicator is indicated in numerical form, which should be strived for.

The methodical budgeting model included in the version of the program "1C: Consolidation 8 PROF" provides examples of KPIs, formulas for their calculation and business processes that allow you to automatically control their achievement. The composition of KPI given in the budget model can be changed in accordance with the strategic goals of the company.

Chapter 11

Restructuring of the enterprise based on market value assessment.

Market transformations open up a new perspective for Russian business, but at the same time it becomes clear that many enterprises have little chance of surviving under the pressure of competition and in the new business environment without significant reorganization. The economy has inherited a structure in which resources (capital, labor, land and entrepreneurial ability) are underutilized in large industrial and agricultural enterprises.

The process of restructuring can be defined as ensuring the efficient use of production resources, leading to an increase in the value of the business.

The main goal of restructuring is to search for sources of enterprise (business) development with the help of internal and external factors. Internal factors are based on the development of operational, investment and financial strategies for creating value from own and borrowed sources of financing; external - on the reorganization of activities and the structure of the enterprise.

The strategic goal is to increase the value of equity capital through the efficient use of resources.

11.1 Enterprise value management strategies

Market research suggests that there is a strong relationship between cash flow and company value.

The net profit indicator does not correlate with the market value of the enterprise as steadily as the cash flow indicator, since the former does not take into account:

The amount of investment in fixed assets;

The value of own working capital;

The company's needs for financing;

Business and financial risks that are specific to the enterprise.

The discounted cash flow method is based on the simple premise that a particular investment generates additional value if the return it generates exceeds the return on investments with a similar level of risk. In other words, for a given level of profit, a business with a higher return on investment will require less additional investment and will have more cash flow and higher value.

Cost management in general requires a special approach from the manager. It should focus on long-term cash flows, not short-term changes in earnings per share. The approach should be unbiased, focusing only on value addition. The enterprise must be considered taking into account whether it generates income in excess of the cost of raising its capital, or not.

The management of cash flow and the value of the enterprise is primarily in the creation of its new value. The latter presupposes first the identification of specific factors that determine the change in value, then the development of cost increase strategies on their basis, and then the consistent purposeful implementation of these strategies.

The enterprise value creation process can be divided into four key stages:

first stage - assessment of the enterprise "as is": according to the current state and current production and financial plans of the enterprise management. The discounted cash flow method is used for valuation;

second phase - in-depth financial analysis of the enterprise, identification of factors that “drive value” within the enterprise, development and implementation of value increase strategies based on the impact on certain factors;

third stage - use of organizational restructuring opportunities, such as the sale of production units, the acquisition of companies, a merger, the creation of a joint venture, the liquidation of a unit, etc.;

fourth stage -financial restructuring, meaning making decisions regarding debt levels, increasing equity, converting debt into equity.

The assessment of the enterprise "as is", is carried out by the method of discounting cash flows.

We will pay special attention to the second stage - the creation of additional value within the enterprise by influencing the factors that drive value.

Value drivers are individual variables in the discounted cash flow model that characterize certain aspects of an enterprise's activities. With a quantitative change in one or another variable, there is a change in the amount of cash flow and, accordingly, the cost.

The most important factors driving cost include:

1. Time factor.

2. Sales volumes.

3. Cost of goods sold.

4. The ratio of fixed and variable costs.

5. Gross profit margin.

6. Own working capital.

7. Fixed assets.

8. The ratio of own and borrowed funds in the capital structure of the enterprise.

9. The cost of raising capital.

Seven factors directly affect the amount of cash flow, the eighth and ninth - the discount rate.

The impact on certain factors (cost management) is carried out in accordance with specific strategies for the development of the enterprise. There are two main approaches to this: cost leadership and differentiation.

The first approach is primarily to strictly control costs and thus to maximize the efficiency of production; the second - in the concentration of efforts of the enterprise on the production and sale of products that do not have serious competing analogues.

Operating strategies Consider the following cost factors:

The range of products or services produced;

Pricing;

Choice of markets;

Cost effectiveness;

marketing system;

Customer service quality.

In the first approach (cost leadership), the following methods are optimal:

Reducing the share of fixed costs by saving on administrative and overhead costs;

Optimization of relationships with suppliers in order to further save on costs;

Increasing your market share to achieve economies of scale for each activity;

Ensuring, through all of the above, competitive prices for products sold.

The second approach (differentiation) involves mainly exploiting the potential for price increases and thus gross profit margins in those market segments where there is a tangible advantage over competitors.

Investment Strategies include analysis:

Inventory level;

collection of receivables;

Accounts payable management;

Expansion of production capacities;

Investment planning;

Sale of assets.

Minimize the balance of funds;

Incentivize debtors to reduce average maturities
debts;

Minimize inventory levels, but without compromising the smooth fulfillment of customer orders;

Save on the use of fixed assets (for example, by renting machinery and equipment rather than buying them);

Sell ​​excess unused assets.

Link receivables management to price factors;

To seek from suppliers the most favorable terms of repayment of accounts payable;

Invest in special assets needed for differentiation.

Financial Strategies both approaches focus on:

Creation of an optimal capital structure;

Choice of the cheapest ways of financing debt and equity capital;

Maximum reduction of business risk factors.

The consistent implementation of one or another variant of the strategies of all three levels leads to the maximum increase in cash flow and, as a result, the value of the enterprise.

11.2. Corporate restructuring

The external development of the enterprise is based on the purchase (sale) of assets, divisions, mergers and acquisitions, as well as activities to maintain corporate control. The strategic goal is to increase the value of equity capital by changing the structure of assets; accumulation of funds in the main areas of business development and maintaining corporate control.

A restructuring opportunity arises when there is a value gap between the company's current value (current value) and the potential value achievable when a number of circumstances change.

Cost Gap - the difference between the current value of the enterprise under existing conditions and the current value of the enterprise after restructuring:

NPV C = r,

Where NPV C - net present value of the restructuring effect;

D(PN)n - additional profit from restructuring;

P - the period of time after the restructuring;

(EE)p - savings in production costs and additional profit due to diversification of production;

(I )n - additional investments for restructuring;

(T)p - increase (saving) of tax payments;

r - current value ratio.

The discounted cash flow method is used as the basic model for calculating the value of an enterprise for the purpose of restructuring, since this method is the only one that allows taking into account future changes in the enterprise's cash flows.

When evaluating the proposed restructuring plan, it is necessary to forecast the net cash flows after taxes associated with the current activities of the company, excluding the financial costs of the reorganization. In this case, restructuring can be viewed as an investment option with initial costs and expected future profits.

Corporate restructuring implies changes in the structure of capital or ownership that are not related to the operating (business) cycle of the company and are based on the use of external capital growth factors.

In Russia, the reorganization of a joint stock company can be carried out in the form of a merger, acquisition, division, separation and transformation (in accordance with the Law "On Joint Stock Companies", 1995).

What reasons necessitate the search for sources of external factors of enterprise development?

The first and obvious reason is the potential inherent in the existing business, which was previously identified as a value gap. Many enterprises, actively using internal growth strategies to maximize the implementation of their plans, as well as to maintain the company as an operating company, seek to attract external growth factors. This direction of the restructuring process is called the "strategic direction".

Activities in the strategic direction of restructuring include: expansion (merger, accession); reduction (separation, selection); share capital conversion (Figure 1).

Rice. one. Directions of business restructuring (reorganization)

With a strategic direction, the goal extensions is an increase in the value of equity through:

Acquisition of existing enterprises (it is easier to acquire control over an existing enterprise than to create a new one);

Obtaining managerial, technological, production benefits in the event of a merger of various companies (the effect of addition, when the system fills in the missing elements);

The possible effect of diversification and reduction of the total risk when combining companies with different profiles of activity;

Competitive potential as a result of strengthening the positions of the combined company in the market;

A synergistic (systemic) effect that occurs when the properties of the system as a whole exceed the simple sum of the properties of its individual elements.

merger societies, the emergence of a new company is recognized by transferring to it all the rights and obligations of two or more companies with the termination of the activities of the latter. The companies participating in the merger conclude a merger agreement, which determines the procedure and conditions for the merger, as well as the procedure for converting the shares of each company into shares and (or) other securities of the new company. The issue of reorganization of the company in the form of a merger is submitted to the decision of the general meeting of shareholders of the companies participating in the merger, the Board of Directors of the newly emerging company is elected.

Accession company, the termination of the activities of one or several companies with the transfer of all rights and obligations to another company is recognized. The merging companies conclude an agreement, which determines the procedure and conditions for the merger, as well as the procedure for converting the shares of the merging company. The issue of reorganization in the form of affiliation and approval is submitted to the decision of the general meeting of shareholders. All rights and obligations of the merging company shall be transferred to the acquiring company.

Considerable experience has been accumulated in world practice in the implementation and evaluation of merger (acquisition) transactions. These transactions are carried out under the control of the Antimonopoly Committee and must meet the following conditions:

Common shares are involved in the exchange on both sides;

Conditional payments are prohibited;

The company involved in the transaction must have at least two years of experience as an independent unit;

The acquiring company must not dispose of a significant portion of the assets of the merged company within two years;

To make a decision, the consent of at least 2/3 of the shareholders is required, as a rule.

Instead of a merger (accession), a company may resort to buying shares in the company of interest and gain control over it; shares can be bought gradually without causing an increase in their prices and without the consent of shareholders.

holding company (holding) is an enterprise whose assets include controlling stakes in another enterprise, and a subsidiary, regardless of the size of its shareholding owned by the holding company, cannot own the shares of the holding company in any form.

The advantage of a holding is that it allows you to take control of another company with less investment than a merger. In addition, shares can be bought gradually, without requiring the consent of shareholders and without provoking the information effect of the merger. By piling up holding companies, you can use the effect of financial leverage in relation to controlled assets and profits up to a certain limit, when it is difficult to manage an extensive company and funds are scattered.

Legally, the parent company owns the shares of the subsidiary, does not own the assets of the subsidiary, and is generally not liable for the obligations of the subsidiary, although it may provide guarantees for them.

addicted companies are those whose activities are controlled by the main company, the share of the capital of the main company is from 20 to 50%. This circumstance allows you to have a significant impact on the decisions made in the issuing company.

aim cuts is the choice of a strategic direction for the development of the company with the mobilization of all possible internal reserves and the attraction of external sources of growth.

Separation joint-stock company, the termination of the company is recognized with the transfer of all its rights and obligations to the newly created companies. The board of directors of a company being reorganized in the form of a division shall submit for decision by the general meeting of shareholders the issue of reorganizing the company in the form of a division, the procedure and conditions for this reorganization and the procedure for converting shares of the company being reorganized into shares and (or) other securities of the companies being created. When a company is divided, all its rights and obligations are transferred to two or more newly created companies in accordance with the separation balance sheet.

Isolation of a company is the creation of one or several companies with the transfer to them of a part of the rights and obligations of the company being reorganized without terminating the latter. The board of directors of a company being reorganized in the form of a spin-off submits for decision by the general meeting of shareholders the issue of reorganizing the company in the form of a spin-off, the procedure and conditions for the spin-off, the creation of a new company, the possibility of converting the company's shares into shares and (or) other securities of the spin-off company and the procedure such conversion, on approval of the separation balance sheet. When one or more companies are separated from the composition, each of them receives a part of the rights and obligations of the company reorganized in the form of separation in accordance with the separation balance sheet.

At transformation all rights and obligations of the reorganized company are transferred to a newly established legal entity in accordance with the deed of transfer to a limited liability company or a production cooperative.

The second reason for looking for factors of external development of an enterprise is the reorganization of insolvent, bankrupt enterprises or enterprises that have encountered serious problems.

The insolvency (bankruptcy) of an enterprise is considered to take place after the fact of insolvency is recognized by the arbitration court or after the official announcement of it by the debtor enterprise during its voluntary liquidation.

In the case of a referral reorganizing an enterprise in the event of insolvency (bankruptcy), in accordance with Russian legislation, the following procedures may be applied to the debtor:

Reorganizational (external management of the debtor's property, reorganization);

Liquidation (forced liquidation of an enterprise-debtor by decision of an arbitration court, voluntary liquidation of an insolvent enterprise under the control of creditors);

world agreement.

The main task of this direction of restructuring is to keep the enterprise as operating.

In the case of a restructuring direction that averts the threat of a takeover, or retains ownership and control, only those companies that have the potential for a “value gap” are attractive to takeover.

A company that is being taken over has a wide range of defenses at its disposal against attacks on its independence.

The system for protecting the interests of managers and shareholders aims to ensure that the barriers erected in the way of takeovers of enterprises ensure the employment of managerial personnel and guarantee the rights of shareholders.

Many companies enter into management contracts with their management staff. They provide high remuneration for the work of managers. These contracts are also known as "golden parachute". Their high cost increases the price of the company and can serve as a deterrent to takeover.

The supermajority condition for voting on the merger (75-80%) means that any changes to the bylaws are approved by a large number of votes. Instead of the usual majority required to decide on other matters, in a merger situation, a higher proportion of votes may be required to approve the transaction.

Share buyback program is an offer for a company to buy back its shares with a premium that may be paid out of the company's share capital.

Company transformation in private can be carried out through the purchase of shares, which means a change in the ownership structure. For this, a large number of tools are used. The most common cash settlements with former shareholders and the merger of a public company with a private corporation. Privatization can be carried out through the buyback of shares at the expense of a loan, i.e. the transaction involves a third party, and sometimes a fourth. In any leveraged buyout, a company faces two types of risk. The first is commercial risk (it may happen that the company will not develop according to the previously established plan and the cash flows required to service the debt will turn out to be less than predicted). The second type of risk is associated with changes in interest rates (usually a loan is provided on a floating rate basis, and the amount of payments on it changes along with rate fluctuations, therefore, an increase in interest rates can significantly worsen a company's position or even lead it to collapse).

As a rule, management companies act as initiators of the buyout in order to retain ownership and control, as well as the possible acquisition of a company or division.

11.3. Estimating the value of an enterprise during restructuring

Such an assessment involves determining the compatibility of the merging firms, including:

Analysis of the strengths and weaknesses of the participants in the transaction;

Forecasting the probability of bankruptcy;

Analysis of operational (production) and financial risks;

Assessment of the potential for changes in net cash flows;

Preliminary valuation of the reorganized enterprise.

Reorganization costs can be viewed as an investment option: there are start-up costs and profits (revenue stream) are expected in the future. Regardless of whether the firm spends cash or shares, it must make efforts to achieve an optimal allocation of capital and ensure the well-being of shareholders in the long run.

When evaluating a proposed reorganization project, it is necessary to make a forecast of future cash flows that are expected to be received after the completion of the transaction.

When calculating cash flows, all synergies should be taken into account, since it is important to provide for the marginal impact of the reorganization.

Synergy (rp . synergeia - cooperation, commonwealth) - a reaction to the combined effect of two or more organisms, characterized by the fact that this action exceeds the effect exerted by each component separately

Synergistic effect - the excess of the value of the combined companies after the merger compared to the total value of the companies before the merger, or the value added of the merger (2 + 2 = 5).

When selling part of the assets (divestment), there may be a reverse synergy effect: 4-2 = 3. The assets being sold may be of interest to another company, and as a result, it is ready to pay a high price for them.

Synergy can manifest itself in two ways: direct and indirect benefits (Figure 2).

Fig.2. The structure of the synergistic effect

Direct benefit - increase in net assets of cash flows of reorganized companies. The direct benefit analysis includes three steps:

Estimating the value of the enterprise based on projected cash flows before the reorganization;

Valuation of the combined company based on post-reorganization cash flows;

Value added calculation (all calculations are based on a discounted cash flow model).

The added value of the merger is formed through operational, managerial and financial synergy.

Operational Synergy - Savings on operating costs by combining marketing, accounting, and sales services. In addition, the merger can lead to a strengthening of the company's position in the market, obtaining technological know-how, a trademark, which contributes not only to cost reduction, but also to product differentiation. In addition to cost savings, product differentiation, economies of scale are achieved (the ability to do more work at the same production facilities, which ultimately reduces the average cost per unit of output).

Management Synergy - Savings due to the creation of a new control system. The merger of enterprises can be carried out through horizontal and vertical integration, as well as through the creation of a conglomerate.

The purpose of the merger is to create a more efficient management system. Often, poorly managed companies with unrealizable value potential serve as targets for affiliation. In this case, the enterprise has two development options: improving the quality of management without reorganization or creating a new management structure of the association. The first option is difficult to implement without a change in management personnel; the second option, as a rule, is based on strengthening the management structure of an efficient company.

Financial synergy - savings due to changes in funding sources, funding costs and other benefits. The fact of a merger of companies can cause an informational effect, after which the value of shares increases (at the same time, real economic transformations have not yet been carried out). A merger (acquisition) may increase interest in the company from potential investors and provide additional sources of financing. An increase in the share price (even a fictitious one, as a result of the information effect) can increase the reliability of the company in the eyes of creditors, which will indirectly affect both the structure and the cost of debt. This type of synergy does not lead to an increase in cash flows, but to a decrease in the risk of investment from the point of view of external users. Reorganization (especially transformation) may also result in tax advantages.

Evaluation of the effectiveness of the reorganization may be easier than the evaluation of a new investment project, since existing enterprises are merged.

Forecasts of sales volume, costs, as a rule, are based on the results of previous years, therefore, they are more accurate.

Indirect benefit - an increase in the market value of the shares of the combined company as a result of their increased attractiveness to a potential investor. The informational effect of the merger in combination with the listed types of synergy can cause an increase in the market value of shares or a change in the P / E multiplier (the ratio between price and profit). Since the purpose of the financial management of a joint-stock company is to increase the welfare of shareholders, therefore, to increase earnings per share, we will consider this aspect in more detail.

Example. Company X is considering a merger with company U. The characteristics of the companies are presented in table 1 (data are given in conventional units).

Table 1 - Indicators of financial performance of companies X and Y .

The companies participating in the merger determine the procedure for converting the shares of each company into shares and (or) other securities of the new company based on the exchange ratio:

According to the condition of the example, the market price of the company's share X is equal to 20, company Y - 11.7, the exchange ratio will be equal to 0.585 (11.7: 20).

Company X must exchange 0.585 of its share with Company Y for 1 share of Company Y. However, such exchange terms may not be of interest to Company Y's shareholders. share of company Y must be transferred 0.6 shares of the company X , which requires the issuance of an additional 900 ordinary shares of the company x.

Company X+Y's post-merger financial performance will be as follows:

Assuming that the profits of the merging companies remained unchanged, total earnings per share increased as a result of the merger. However, the shareholders of Company Y received 0.6 shares of the company X , therefore, they can also count on the corresponding profit share (0.6 2.2) = 1.32, which is inferior to the original value of profit before the merger (1.67). The P/E multiplier under the terms of the deal was equal to 7.18 (12: 1.67), which exceeds the original value (7). The ratio of 7.18:7, despite the decline in earnings per share, may in the long run indicate a possible increase in earnings per share after the merger (Fig. 3).

Rice. 3. Expected earnings per share before and after the merger (indirect benefit)

Decreased (diluted) earnings per share for company shareholders X will occur if the P/E ratio on the shares of company Y exceeds the original P/E ratio on the shares of the company x.

The possible effects of the restructuring on the return on equity are calculated using the following parameters:

Change in earnings per share based on the exchange ratio;

Change in the P/E multiplier as an indicator of possible short-term prospects;

Size of Mergers: Generally, the larger company has a higher P/E multiple, so up to a certain limit (the market price of the swap), the result of the merger will be an increase in total earnings per share.

The greater the value of the P/E multiplier of the acquiring company compared to that of the acquiring company and the difference in the amount of profit received, the greater the increase in the P/E multiplier of the acquiring company as a result of the merger.

In the short term, many mergers dilute earnings per share and will be deemed inefficient. However, dilution can be offset if the difference in earnings growth rates between the two companies is significant and the price paid with a larger P/E multiple is treated as a multi-year investment.

findings

The process of enterprise restructuring is objectively necessary in a dynamically developing economy.

The economic meaning of restructuring can be defined as ensuring the efficient use of production resources, leading to an increase in the value of the business. The change in the value of the business serves as a criterion for the effectiveness of the ongoing transformations. The basic model for calculating the value of an enterprise for the purpose of restructuring is the method of discounting cash flows.

Factors of increasing the value of a business can be divided into internal and external.

Internal strategies for creating value are based on an analysis of the sources of formation of the enterprise's cash flow as a result of operating, investment and financial activities.

External value creation strategies form three areas of restructuring:

strategic reorganization;

Reorganization of enterprises in case of insolvency (bankruptcy);

Reorganization to prevent the threat of capture.

Estimating the value of an enterprise for the purpose of restructuring involves an assessment "as is" based on the current state of the enterprise and an assessment of the proposed restructuring project based on projected cash flows, taking into account synergies.

Restoring the solvency of the organization

The effective development of market relations is impossible without bankruptcy, since the threat of bankruptcy is the same effective incentive for an entrepreneur as the opportunity to maximize their profits. Entrepreneurial art largely consists in the ability to develop a business development strategy that would allow you to achieve the desired results without exposing your business to unnecessary risks, including the risks of bankruptcy.

However, entrepreneurship does not always lead to success, sometimes an enterprise finds itself in a difficult financial situation, overcoming which requires not only the mobilization of all the internal resources of the enterprise, but also the search for external sources of financing.

Overcoming the financial crisis of an enterprise is a difficult task. In Russian conditions, its complexity objectively increases due to the general economic instability.

Bankruptcy is primarily an economic problem, but it is solved within a strictly defined legal framework. Therefore, the solution of the problem of financial recovery of the enterprise should be based on knowledge of the features of the legal regulation of insolvency (bankruptcy).

When studying issues related to bankruptcy and financial rehabilitation of enterprises, and also taking into account the fact that in Russia a conflict between a debtor unable to fulfill its obligations and its creditors can be settled both in court and out of court, it is necessary to pay attention to the necessary attention to the following legal acts:

the Civil Code of the Russian Federation;

Federal Law "On Insolvency (Bankruptcy)" dated October 26, 2002 No. 127-FZ;

Federal Law "On Insolvency (Bankruptcy)" dated January 8, 1998 No. 6-FZ (as amended and supplemented);

Law of the Russian Federation "On the insolvency (bankruptcy) of enterprises" dated November 19, 1992 No. 3929-1;

Federal Law No. 40-FZ dated 25 February 1999 “On the Insolvency (Bankruptcy) of Credit Institutions” (as amended and supplemented);

Federal Law "On the Peculiarities of Insolvency (Bankruptcy) of Natural Monopoly Entities in the Fuel and Energy Complex" dated June 24, 1999 No. 122-FZ.

11.4. Judicial and extrajudicial procedures for financial recovery

Measures for the financial recovery of an enterprise can be taken both in insolvency (bankruptcy) judicial procedures and in out-of-court procedures.

In the event that an insolvency (bankruptcy) case has been initiated against a debtor organization in an arbitration court, the debtor has the opportunity to try to restore its solvency. According to the Federal Law “On Insolvency (Bankruptcy)” dated October 26, 2002 No. 127-FZ (hereinafter referred to as the Bankruptcy Law), an arbitration court may introduce one of two procedures aimed at restoring the debtor’s solvency: either a financial recovery procedure or an external management.

In addition to rehabilitation procedures for the debtor, the Bankruptcy Law also provides for procedures for monitoring, bankruptcy proceedings and a settlement agreement.

Financial recovery - a bankruptcy procedure applied to the debtor in order to restore its solvency and repay the debt in accordance with the repayment schedule.

The procedure for financial rehabilitation is introduced by the arbitration court for a period of not more than two years if there is a petition from the founders (participants) of the debtor or the owner of the debtor's property - a unitary enterprise or third parties to the first meeting of the debtor's creditors to introduce financial rehabilitation. During financial recovery, the debtor's management bodies operate with the restrictions provided for by the Bankruptcy Law. This procedure is based on the implementation financial recovery plan and debt repayment schedule.

External administration is a bankruptcy procedure applied to a debtor in order to restore its solvency.

In case of external administration, the powers to manage the debtor are transferred to an external administrator. This procedure is primarily aimed at mobilizing the debtor's internal resources, introducing the most severe internal control and accounting, especially for cash flows. However, if the internal resources of the debtor are insufficient to restore its solvency, it is also possible to attract financial resources from third parties (investors).

One of the important features of external management is the development by an external manager external management plan, which must be approved and approved by the meeting of creditors of the debtor. The external management plan does not have a strictly regulated form; at the same time, it must contain comprehensive justifications for the possibility of achieving the goals of external management within the time limits established by the arbitration court (in the general case, no more than 18 months, this period can be extended by no more than 6 months). - restoration of solvency of the organization-debtor. In addition, external control is conditioned by the introduction moratorium to fulfill the claims of creditors against the debtor for the entire period of external administration. It should also be noted that measures aimed at restoring the debtor's solvency are carried out under the supervision of its creditors.

In addition to judicial procedures aimed at rehabilitating the debtor organization in order to prevent its liquidation, there is a wide range of opportunities for financial recovery of the debtor during extrajudicial procedures. At the same time, the role of creditors in some cases can be as significant as in judicial procedures. Nevertheless, the initiative in carrying out activities aimed at restoring and strengthening the solvency of an enterprise, as a rule, comes from the enterprise itself or its owner.

The bankruptcy law provides for measures to prevent the bankruptcy of organizations. The founders (participants) of the debtor - a legal entity, the owner of the property of the debtor - a unitary enterprise, federal executive authorities, executive authorities of the constituent entities of the Russian Federation, as well as local governments are obliged to take timely measures to prevent the bankruptcy of organizations. As a measure to prevent bankruptcy, the debtor may be provided with financial assistance in an amount sufficient to pay off monetary obligations and mandatory payments and restore the debtor's solvency. This measure is a procedure pre-judicial sanitation.

Pre-trial readjustment - measures to restore the solvency of the debtor, taken by the owner of the debtor's property - a unitary enterprise, the founders (participants) of the debtor, the debtor's creditors and other persons in order to prevent bankruptcy.

11.5. Financial Recovery Plan and Debt Repayment Schedule

Financial recovery from an economic point of view is the restructuring of the debtor organization. The necessary elements of restructuring are: settlements with the debtor's creditors, whose claims for monetary obligations and mandatory payments have come due on the date of the introduction of financial rehabilitation, only in accordance with the approved debt repayment schedule; implementation of measures taken by the debtor's financial recovery plan aimed at accumulating the debtor's funds necessary for settlements.

It should also be taken into account that the introduction of the financial recovery procedure causes a number of restrictions on the actions of the debtor, for example, such as:

Claims of creditors for monetary obligations and for the payment of mandatory payments, the due date for which has come on the date of the introduction of financial rehabilitation, can be presented to the debtor only in compliance with the procedure established by the Bankruptcy Law;

Previously taken measures to secure the claims of creditors are cancelled;

Arrests on the debtor's property and other restrictions on the debtor in terms of the disposal of his property may be imposed exclusively within the framework of the bankruptcy procedure;

The execution of executive documents for property recovery is suspended, with the exception of documents issued on the basis of decisions that have entered into force before the date of the introduction of financial rehabilitation on: collection of wage arrears; payment of remuneration under copyright agreements; reclamation of property from someone else's illegal possession; compensation for harm caused to life or health, and moral damage;

It is prohibited to: meet the requirements of the founder (participant) of the debtor for the allocation of a share (share) in the property of the debtor in connection with the withdrawal from its founders (participants); redemption by the debtor of outstanding shares or payment of the actual value of the share (share);

It is prohibited to pay dividends and other payments on issuance securities;

It is not allowed to terminate the debtor's monetary obligations by offsetting a homogeneous counter claim if this violates the order of satisfaction of the creditors' claims established by the Bankruptcy Law;

Penalties (fines, penalties), payable interest and other financial sanctions for non-fulfillment or improper fulfillment of monetary obligations and obligatory payments that arose before the date of introduction of financial rehabilitation are not charged.

In accordance with the provisions of the Bankruptcy Law, interest is accrued on the amount of creditors' claims for monetary obligations and on the payment of mandatory payments subject to satisfaction in accordance with the debt repayment schedule in the manner and in the amounts provided for in paragraph 2 of Art. 95 of the Law.

Penalties (fines, penalties), the amount of losses caused in the form of lost profits, which the debtor is obliged to pay to creditors in the amounts that existed on the date of the introduction of financial rehabilitation, are subject to repayment in the course of financial rehabilitation according to the debt repayment schedule after satisfaction of all other creditors' claims.

In the financial recovery procedure, the debtor, in accordance with the Bankruptcy Law, is not entitled, without the consent of the meeting of creditors (committee of creditors), to make transactions or several related transactions in which he has an interest, or they:

Associated with the acquisition, alienation or the possibility of alienation, directly or indirectly, of the debtor's property, the book value of which is more than 5% of the book value of the debtor's assets as of the last reporting date preceding the date of the transaction;

They entail the issuance of loans (credits), the issuance of guarantees and guarantees, the establishment of trust management of the debtor's property.

In addition, the debtor is not entitled, without the consent of the meeting of creditors (committee of creditors) and the person or persons who provided security, to take a decision on its reorganization (merger, accession, division, separation, transformation).

If the amount of the debtor's monetary obligations that arose after the introduction of financial recovery is more than 20% of the amount of creditors' claims included in the register of creditors' claims, transactions entailing the emergence of new obligations of the debtor may be made only with the consent of the meeting of creditors (committee of creditors) .

In accordance with the Bankruptcy Law, the debtor is not entitled, without the consent of the administrator, to enter into transactions or several related transactions that:

entail an increase in the debtor's accounts payable by more than 5% of the amount of creditors' claims included in the register of creditors' claims as of the date of the introduction of financial rehabilitation;

Associated with the acquisition, alienation or the possibility of alienation, directly or indirectly, of the debtor's property, with the exception of the sale of property that is finished products (works, services) manufactured or sold by the debtor in the course of economic activity;

They entail the assignment of the rights of claims, the transfer of debt;

They entail obtaining loans (credits).

financial recovery plan is developed by the founders (participants) of the debtor, the owner of the property of the debtor-unitary enterprise and approved by the meeting of creditors. The plan should provide for ways for the debtor to obtain the funds necessary to meet the requirements of creditors in accordance with the debt repayment schedule in the course of financial recovery. This plan is the business case for the debt repayment schedule.

Debt repayment schedule should be an integral part of a financial recovery plan. According to the Bankruptcy Law, the debt repayment schedule is signed by a person authorized to do so by the founders (participants) of the debtor, the owner of the property of the debtor-unitary enterprise, and from the date the schedule is approved by the arbitration court, a unilateral obligation of the debtor arises to repay the debtor's debt to creditors within the time limits established by the schedule. This schedule as a document has an independent and very important significance in the implementation of the financial recovery procedure.

The debtor's fulfillment of obligations in accordance with the debt repayment schedule may be secured by a pledge (mortgage), a bank guarantee, a state or municipal guarantee, a surety, and also by other means that do not contradict the Bankruptcy Law. Fulfillment by the debtor of obligations under the debt repayment schedule can not be secured by withholding, deposit or forfeit. As a subject of securing the fulfillment by the debtor of obligations under the debt repayment schedule can not act as property and property rights belonging to the debtor on the right of ownership or the right of economic management.

The person or persons who provided security for the debtor's performance of obligations in accordance with the debt repayment schedule shall be liable for the debtor's failure to perform these obligations within the value of the property and property rights provided as security for the debtor's performance of obligations.

If there is security for the debtor's performance of the debtor's obligations in accordance with the debt repayment schedule, the schedule is also signed by the persons who provided such security.

The bankruptcy law establishes the procedure for repaying creditors' claims in the financial recovery procedure, which is reflected in the debt repayment schedule.

The schedule should include:

Repayment of all creditors' claims included in the register of creditors' claims no later than 1 month in advance. before the expiration date of the financial recovery period, as well as the repayment of the claims of creditors of the first and second priority no later than 6 months. from the date of introduction of financial recovery;

Proportional repayment of creditors' claims in the order determined by Art. 134 of the Bankruptcy Law.

In addition, it should be noted that the debt repayment schedule for mandatory payments collected in accordance with the legislation on taxes and fees is established in accordance with the requirements of the legislation on taxes and fees.

The debtor has the right to execute the schedule ahead of schedule.

In addition to those considered, the Bankruptcy Law does not establish any other requirements for the form and content of the financial recovery plan.

Thus, the financial recovery plan should be developed based on the purpose of the financial recovery procedure - the restoration of the debtor's solvency, as well as taking into account the restrictions and requirements specified in the Bankruptcy Law.

It is advisable to start developing a financial recovery plan with an in-depth analysis of the financial condition of the enterprise. It is desirable that the period of retrospective analysis is two to three years. The main purpose of this analysis is to identify external and internal causes that led to the deterioration of the financial position of the enterprise. Based on the analysis and the conclusions drawn, it is necessary to outline the main ways to restore the solvency of the enterprise by mobilizing internal resources, and if they are insufficient, by attracting borrowed resources.

The financial recovery plan, like any other plan for the organization's activities, should be developed based on the leading principles of planning:

Validity of goals and objectives;

systemic;

scientific;

continuity;

Balanced plan;

Directiveness.

The financial recovery plan is drawn up for up to two years and is a comprehensive program of production, financial and economic activities of the debtor. It may include traditional sections developed at the enterprise during short- and medium-term planning: marketing, production program, technical development and organization of production, increasing the economic efficiency of production, logistics, labor and personnel, cost, profit and profitability of production, financial plan and etc. However, the main goal of the financial recovery plan is to develop measures to ensure the receipt of funds on time and in the amount necessary to satisfy the claims of the debtor's creditors in accordance with the debt repayment schedule.

If the debtor fails to fulfill the debt repayment schedule, the Bankruptcy Law provides for the fulfillment of these obligations by persons who provide security for the debtor to fulfill settlements with creditors in accordance with the debt repayment schedule.

Let us note the features of the introduction of the financial recovery procedure by the arbitration court in the manner prescribed by Part 3, Clause 2, as well as Clause 3, Art. 75 of the Bankruptcy Law.

If at the first meeting of creditors a decision is not made to apply one of the bankruptcy procedures and there is no possibility of postponing the consideration of the case, the arbitration court shall issue a ruling on the introduction of financial rehabilitation. The latter occurs when there is a petition from the founders (participants) of the debtor, the owner of the property of the debtor - a unitary enterprise, an authorized state body, as well as a third party or third parties, subject to the provision of security for the performance of the debtor's obligations in accordance with the debt repayment schedule. The amount of the security must exceed the amount of the debtor's obligations included in the register of creditors' claims as of the date of the court session by at least 20%. At the same time, the debt repayment schedule should provide for the beginning of debt repayment no later than in 1 month. after the ruling of the arbitration court on the introduction of financial rehabilitation and the repayment of creditors' claims on a monthly basis, in proportion, in equal installments within a year from the date of commencement of satisfaction of creditors' claims. It follows from this provision of the Bankruptcy Law that the introduction of a financial recovery procedure is not conditioned by the existence of a financial recovery plan.

If the first meeting of creditors decides to apply to the arbitration court with a petition for the introduction of external administration or for declaring the debtor bankrupt and for initiating winding up proceedings, the arbitration court may issue a ruling on the introduction of financial rehabilitation. Here, the presence of a petition of the founders (participants) of the debtor, the owner of the property of the debtor-unitary enterprise, the authorized state body, as well as a third party or third parties and the provision of a bank guarantee as security for the fulfillment of the debtor's obligations in accordance with the debt repayment schedule are required. The amount for which the bank guarantee is issued must exceed the amount of the debtor's obligations included in the register of creditors' claims as of the date of the first meeting of creditors by at least 20%. At the same time, the debt repayment schedule should provide for the beginning of debt repayment no later than in 1 month. after the ruling of the arbitration court on the introduction of financial rehabilitation and the repayment of creditors' claims on a monthly basis, in proportion, in equal installments within a year from the date of commencement of satisfaction of creditors' claims. It follows from this provision of the Bankruptcy Law that the introduction of a financial recovery procedure in this case is not conditioned by the existence of a financial recovery plan.

11.6. External management plan

External management, like financial recovery, from an economic point of view also represents a restructuring of the debtor organization: the introduction of a moratorium on meeting creditors' claims against the debtor, the restoration of solvency through special measures, are essentially elements of financial restructuring.

In accordance with the Bankruptcy Law, an external administrator appointed by the arbitration court to implement the external administration procedure must develop an external administration plan. At the same time, the Bankruptcy Law does not provide for detailed regulation of the form and content of the external administration plan.

At the same time, an analysis of a number of provisions of the Bankruptcy Law (Ch. VI Bankruptcy Law) allows you to identify the general contours of the external management plan, draw conclusions about the advisability of including some sections in it, and also determine the choice of methods used to develop such a plan.

An external management plan is a plan of a special type; when developing it, it is necessary to simultaneously take into account the requirements:

Bankruptcy Law to this document;

Presented to the plan of economic activity of the debtor-legal entity.

An external management plan, like any other plan, is a document that must contain a set goal, qualitative and quantitative characteristics of consistently implemented actions aimed at achieving this goal within a set time frame. The indicators and calculations given in the plan must be reasonable and interconnected.

Since, as noted earlier, external management is a procedure applied to the debtor in order to restore its solvency, the statutory criterion for restoring the debtor's solvency is of great importance to assess its effectiveness. The Bankruptcy Law establishes that the solvency of the debtor is recognized as restored in the absence of signs of bankruptcy established by Art. 3 of the Bankruptcy Law (part 3, clause 1, article 106).

In practice, this means that it is necessary to satisfy the claims of creditors within the established time limits of external management (or terminate the obligations of the debtor in another way) in such a way that by the time the external management ends (the end of the period of settlements with creditors) there was no debt to creditors for monetary obligations and to budgets and off-budget funds for obligatory payments, overdue by more than 3 months. It should be emphasized that according to Art. 95 of the Bankruptcy Law, a moratorium is introduced on satisfying the claims of creditors for monetary obligations and obligatory payments, the deadlines for which came before the introduction of external management.

If external management is completed by restoring the solvency of the debtor, settlements with creditors are carried out in the manner provided for in Art. 120-122 Bankruptcy Law.

It follows from the norms of the Bankruptcy Law that the external management plan should reflect the amount of creditors' claims for monetary obligations and obligatory payments of the debtor that fell in accordance with Art. 95 of the Bankruptcy Law under a moratorium.

At the same time, it should be taken into account that during the period of the moratorium, penalties (fines, penalties) and other financial (economic) sanctions for non-fulfillment or improper fulfillment of monetary obligations and mandatory payments, as well as interest payable are not charged and on the amounts of the principal debt on monetary obligations and arrears on mandatory payments available on the date of the introduction of external administration, interest accrues in the amount of the refinancing rate set by the Central Bank of the Russian Federation on the date of introduction of external management. However, the agreement of the external manager with the bankruptcy creditor may provide for a smaller amount of interest payable or a shorter period for calculating interest compared to those provided for in Art. 95 of that size or term.

Subject to accrual and payment under Art. 95 percent shall be accrued on the amount of creditors' claims in the queue from the date of the introduction of external administration and until the date the arbitration court issues a ruling on the commencement of settlements with creditors for creditors' claims, or until these claims are satisfied by the debtor or a third party in the course of external administration, or until a decision is made on recognition debtor bankrupt and on the opening of bankruptcy proceedings.

The assessment of the amount of creditors' claims should be based on data register of creditors' claims, which is maintained by an arbitration (external) manager or registrar (Article 16 of the Bankruptcy Law), and not only on the data of the debtor's balance sheet as of the last reporting date. In order to have the information necessary for predictive assessment of the effectiveness of the external administration procedure, the external administration plan should also include calculations of interest accrued on the amount of creditors' claims for monetary obligations and (or) mandatory payments.

In addition to moratorium requirements, the plan should also reflect the amount of claims against the debtor for compensation for harm caused to life and health, as well as claims for the recovery of debts for remuneration of labor. However, because these requirements can be repaid during the period of external management, when calculating the forecast value of the need for free cash for settlements with creditors, the external manager should take into account these requirements only to the extent that cannot be repaid during external management.

This is how an estimate of the need for free cash is formed, which, upon completion of external management, can be directed to satisfy the requirements of creditors for monetary obligations and obligatory payments of the debtor. Consequently, the main task to be solved when developing an external management plan is to find and show in the plan the main sources of the debtor's funds for settlements with creditors in the established amounts.

These funds can be generated (accumulated) through the implementation of measures aimed at restoring the debtor's solvency. Art. 109 of the Bankruptcy Law provides for the following measures to restore the solvency of the debtor:

Re-profiling of production;

Closing of unprofitable productions;

Collection of receivables;

Sale of part of the debtor's property;

Assignment of the rights of the debtor's claim;

Fulfillment of the obligations of the debtor by the owner of the property of the debtor-unitary enterprise, founders (participants) of the debtor or a third party or third parties;

Increase in the authorized capital of the debtor at the expense of contributions from participants and third parties;

Placement of additional ordinary shares of the debtor;

Sale of the debtor's enterprise;

Replacement of the debtor's assets;

Other measures.

As noted earlier, the external management procedure is a procedure for deep financial restructuring of the debtor-legal entity by mobilizing its internal and external resources and reserves in order to achieve financial stability and its subsequent strengthening. Therefore, the description of specific measures to restore solvency included in the external management plan, as well as the presentation of the sequence, assessment of costs and results of their implementation should be given special attention.

An analysis of the timing of the planned measures, the results of their implementation and comparison with the necessary costs will make it possible to find common approaches to cash flow forecasting debtor during the period of external administration.

When forecasting the receipts (inflows) of funds to the debtor, it is necessary to determine their main sources. For example, one of the most important sources of receipt of funds to the debtor is the proceeds from the main activity, which should be forecasted taking into account the results of measures aimed at improving the efficiency of the production and marketing activities of the enterprise, including those related to the re-profiling of production, changing the range of output of products and services, change in output volumes, etc. In addition, it is advisable to consider the sale of a part of the debtor's property, the collection of receivables, etc. as sources of income. It should be especially noted that one of the sources of income (inflows) is depreciation. In a number of cases, it is possible to attract financial resources from third parties to implement the external management plan.

In order to increase the validity of the external management plan being developed, in the event that the strategy for its implementation provides for the sale of the debtor's enterprise, it is necessary to include measures in the external management plan to assess the debtor's business. To carry out forecast calculations, at the stage of developing an external management plan, the business should be evaluated using the income approach, since the use of this approach allows the most adequate assessment of the potential benefits of the future investor (buyer) from the acquisition of this business. When assessing the value of a business in terms of forecasting cash flows, it is necessary to be based on the provisions of Art. Bankruptcy law software.

When drawing up an action plan to restore the debtor's solvency in the external administration procedure, it must be taken into account that, according to the Bankruptcy Law, a number of measures can be included in the external administration plan only if there is an appropriate decision of the debtor's management body. So, according to paragraph 2 of Art. 94 of the Bankruptcy Law, the debtor's management bodies, within the competence established by federal law, have the right to make decisions:

On the introduction of amendments and additions to the charter of the company in terms of increasing the authorized capital;

On determining the number, nominal value of declared shares;

On increasing the authorized capital of the joint-stock company by placing additional ordinary shares;

On filing a petition with the meeting of creditors to include in the external management plan the possibility of additional issue of shares;

On filing a petition for the sale of the debtor's enterprise;

On the replacement of the debtor's assets;

On the conclusion of an agreement between a third party or third parties and the debtor's management bodies authorized in accordance with the constituent documents to decide on the conclusion of major transactions, on the conditions for providing funds to fulfill the obligations of the debtor;

Other decisions necessary for the placement of additional ordinary shares of the debtor.

The forecast of the debtor's expenses, in addition to the costs of its economic activities, should take into account the results of the planned measures to restore the debtor's solvency, such as closing unprofitable industries, reducing production and non-production costs, etc. In addition, among the expenses (outflows) of the debtor, one should take into account expenses for the sale of part of the property of the debtor and (or) the enterprise (business) of the debtor, expenses for carrying out other measures to restore solvency, expenses for legal costs and external administration, as well as expenses for satisfying claims against the debtor of citizens for compensation for harm caused to life and health, as well as claims for the recovery of wage arrears.

The result of forecasting the receipts of funds and their expenditures during the period of external management is to determine the amount of free funds, which, upon completion of external management, can be directed to satisfy the claims of creditors for monetary obligations and obligatory payments of the debtor.

To improve the validity of forecast calculations, it is advisable to carry them out according to options, which is quite consistent with the basic principles of economic forecasting. At the same time, the necessary flexibility of the external administration plan is achieved, which allows the arbitration manager, together with the debtor’s creditors, in the process of implementing the plan, to select, within the framework of the developed external administration plan, the optimal strategy for taking measures aimed at restoring the debtor’s solvency, depending on changes in specific conditions.

When developing an external management plan, great attention is paid to terms of implementation of the external management procedure: the external management plan should provide for a period for restoring the debtor's solvency. This requirement of the Bankruptcy Law is often essential when deciding whether or not it is possible to restore the debtor's solvency, since the forecasting of the debtor's cash flows is carried out in a certain period, at the end of which the amount of accumulated available funds for settlements with creditors is calculated. Based on the procedure for extending the period of external administration established by the Law (Article 108), it should be assumed that the plan for external administration should contain sufficient grounds (planned designs, forecast calculations) to make it possible to conclude that the extension of the period of external administration will lead to the restoration of solvency debtor.

The external administration plan must contain the procedure in which the external administrator reports to creditors on the progress of external administration.

Thus, taking into account the requirements of the Bankruptcy Law for the external management plan developed by the arbitration manager, it is advisable to include the following sections in this plan:

1. General characteristics of the debtor.

2. Financial condition of the debtor.

3. Forecast of the amount of funds needed to meet the requirements of creditors.

4.Measures to restore the solvency of the debtor.

5. Substantiation of the possibility of restoring the debtor's solvency (within the established period of external administration or when extending the period of external administration).

6. Order and timing of the implementation of the external management plan.

7. Of course, in each specific case, the external management plan

It may also contain other sections that reflect both the specifics of the debtor and the features of the strategy chosen by creditors to restore its solvency.

In addition, when developing an external management plan, it is necessary to take into account the peculiarities of bankruptcy procedures for certain categories of debtors-legal entities, primarily city-forming, agricultural, strategic enterprises and organizations, as well as subjects of natural monopolies.

External management plans developed, for example, for professional participants in the securities market, will differ in specifics. The success of the implementation of the external management procedure largely depends on the validity and elaboration of the external management plan.

However, practice shows that when forming an external management plan, it is far from always that all the available opportunities for a radical financial recovery of an enterprise are revealed. Sometimes external management plans are only a list of poorly substantiated measures and separate, not interconnected elements of the production program. A significant drawback of external management plans may be the lack of elaborate options for calculating cash flows.

The main difficulty in developing an external management plan lies in the strict limitation of the period allotted for the implementation of the debtor’s financial recovery program, and in the fact that when forming an action program in external management procedures, the arbitration manager will need to achieve a certain stable compromise between the interests of creditors, on the one hand, and the interests of the debtor's owners, on the other.

It is obvious that the formation and implementation of an external management plan require high economic and legal qualifications of the developers, significant labor costs, which necessitates the involvement of appropriate specialists by the arbitration manager in solving this problem.

11.7. Evaluation in bankruptcy proceedings

In accordance with the norms of the Bankruptcy Law, in various bankruptcy proceedings, it may be necessary to assess the property belonging to the debtor. So, according to paragraph 1 of Art. 70 analysis of the financial condition of the debtor is carried out in order to determining the value of property owned by the debtor to cover court costs, expenses for the payment of remuneration to arbitration managers, in order to determine the possibility or impossibility of restoring the debtor's solvency in the manner and within the time limits established by the Bankruptcy Law.

In paragraph 5 of Art. PO and paragraph 3 of Art. 111 provides that the initial sale price of an enterprise or a part of the debtor's property put up for auction in the external administration procedure is established by a decision of a meeting of creditors or a committee of creditors on the basis of the market value of the property, determined taking into account the report of an independent appraiser engaged by an external manager and acting on the basis of an agreement with payment for his services at the expense of the debtor's property.

A similar procedure is established in paragraph 2 of Art. 112 and in the implementation of the assignment of the debtor's rights of claim.

According to paragraph 3 of Art. 115 when replacing the debtor's assets, the value of the authorized capital of the noted companies is determined on the basis of the market value of the property contributed, determined on the basis of an independent appraiser's report, taking into account the proposals of the debtor's management body, authorized in accordance with the constituent documents to decide on the conclusion of the debtor's relevant transactions.

According to Art. 130 of the Bankruptcy Law during bankruptcy proceedings, the bankruptcy trustee conducts an inventory and valuation of the debtor's property.

To carry out this activity, the bankruptcy trustee engages independent appraisers and other specialists with payment for their services at the expense of the debtor's property, unless another source of payment is established by the meeting of creditors (committee of creditors).

The value of the debtor's property is calculated by an independent appraiser, unless otherwise provided by the Bankruptcy Law.

The meeting of creditors (committee of creditors) has the right to determine the person who, with his consent, is obliged to pay for the specified services with subsequent extraordinary compensation of expenses incurred by him at the expense of the debtor's property.

The property of a debtor - a unitary enterprise or a debtor - a joint-stock company, more than 25% of the voting shares of which are in state or municipal ownership, is evaluated by an independent appraiser with the presentation of the conclusion of the state financial control body on the assessment, except for the cases provided for by the Bankruptcy Law.

Based on the decision of the meeting of creditors or the committee of creditors, the valuation of the debtor's movable property, the book value of which as of the last reporting date preceding the debtor's declaration of bankruptcy, is less than 100 thousand rubles, can be carried out without the involvement of an independent appraiser.

The founders (participants) of the debtor or the owner of the property of the debtor-unitary enterprise, bankruptcy creditors, authorized bodies have the right to appeal the results of the assessment of the debtor's property in the manner established by federal law.

In addition, the sale of the debtor's property in bankruptcy proceedings, the assignment of the debtor's rights of claim, as well as the replacement of its assets, may be carried out taking into account the market value of the property determined in accordance with the report of an independent appraiser.

The law establishes that the costs of attracting relevant specialists and paying for their services are attributed to the debtor's property. In the event that the property belonging to the debtor is insufficient to pay for these services, creditors must establish another source of payment for these expenses.

As noted earlier, in the process of external management, various measures are applied to the debtor organization to restore its solvency. Among the measures established by the Law to restore the debtor's solvency, the sale of the debtor's enterprise occupies a special place. The need to determine the initial sale price of the enterprise, provided for by Art. The Bankruptcy Law software provides ample opportunities for using valuation methods and attracting professional appraisers within the framework of external management.

The procedure for the sale of an enterprise as a single property complex was first established by Art. 132 of the Civil Code of the Russian Federation. In accordance with the provisions of this article, an enterprise is recognized as an object of civil rights and is a property complex used for entrepreneurial activities. It follows from this that the enterprise as a whole or part of it can be the object of sale, pledge, lease and other transactions related to the establishment, change and termination of property rights. The Code contains norms governing the general procedure for the sale of an enterprise.

The need to introduce special rules on the sale of an enterprise under external management into the Bankruptcy Law is primarily due to the need to release the debtor from debts and ensure the possibility of continuing its economic activities.

The sale of the enterprise provides for the alienation of all types of property intended for the debtor's business activities , including land plots, buildings, structures, equipment, inventory, raw materials, products, rights of claim, as well as rights to designations that individualize the debtor, its products, works and services (company name, trademarks, service marks), other rights belonging to debtor, except for the rights and obligations that cannot be transferred to other persons. Wherein monetary obligations and obligatory payments of the debtor as of the date of acceptance by the arbitration court of the application for declaring the debtor bankrupt are not included in the composition of the enterprise.

All employment contracts(contracts) in force at the time of the sale of the enterprise, keep the force at the same time, the rights and obligations of the employer are transferred to the buyer, and the employees are not deprived of the right to terminate the employment contract with the new owner of the enterprise.

As a general rule, an enterprise is sold through an open auction in the form of an auction. If the company's property includes property related to limited transferable property, the company is sold only through closed auctions.

In some cases, bidding may be held in the form of a competition. Yes, Art. 132 of the Bankruptcy Law provides for the sale of preschool educational institutions, general educational institutions, medical institutions, sports facilities, public infrastructure facilities related to life support systems, through tendering in the form of a tender in the manner prescribed by Art. Software of the Law. At the same time, the sale price of these objects is determined by an independent appraiser. The funds received from their sale are included in the bankruptcy estate.

In addition, when selling an enterprise of a city-forming organization (Article 175 of the Bankruptcy Law), if there is a petition from a local government body or an appropriate federal executive body or an executive body of a constituent entity of the Russian Federation involved in the bankruptcy case, an essential condition of the contract for the sale of an enterprise of a city-forming organization may be the preservation of jobs for at least 50% of the employees of such an enterprise on the date of its sale for a certain period, but not more than three years from the date the contract enters into force.

Other conditions may be established only with the consent of the meeting of creditors. Terms of sale may vary. They can be divided into social and investment. To social conditions sales include: maintaining the existing system of labor protection and health of workers; restriction on changing the profile of activities of objects of socio-cultural, public utilities or transport services to the population or on stopping their use; implementation of measures to protect the environment and the health of citizens. Investment conditions may provide for the implementation of measures in relation to the object of sale for its reconstruction, the acquisition of certain types of equipment, the modernization and expansion of production.

Determination of the initial price of the debtor's enterprise is of great importance for the implementation of this measure within the framework of external administration. Therefore, the Bankruptcy Law establishes a rule according to which the decision to sell the debtor's enterprise, taken by the owners of the debtor, must contain an indication of the minimum sale price of the enterprise.

In connection with the importance of determining the initial price of the debtor's enterprise, it is necessary to answer the question of what valuation methods are appropriate when calculating the initial price of the debtor's enterprise, for which it is necessary to determine the objectives of the assessment. It seems obvious that the sale of the debtor's enterprise is possible in the procedures of external management only if there are investors (buyers) interested in acquiring this business. Thus, the purpose of the assessment will be to determine investment value enterprises.

At the same time, the current value of future income that a new owner can receive from the acquired enterprise of the debtor is the upper limit of the market price of this business on the part of the buyer and serves as the price at which the external manager should seek to sell the enterprise of the debtor. In other words, the basic principles for assessing the debtor's enterprise in this case should be principles of profitability and expectation.

Since the purpose of the sale of a business in the process of external management is not the liquidation of the debtor, but its preservation as an operating economic entity, it is assumed that the debtor's business has favorable development prospects after the release from debt obligations.

It follows from the foregoing that the income approach is one of the priorities in determining the starting price of an enterprise in the event of the sale of the debtor's enterprise, when the investor seeks to acquire not a set of assets consisting of buildings, structures, machinery, equipment, intangible assets, etc., but a flow future income, allowing him to recoup the investment and make a profit. At the same time, other approaches to valuation may be required to determine the starting price of the debtor's enterprise.

The place and role of valuation in bankruptcy proceedings, the peculiarities of using different approaches in determining the initial price of the debtor's enterprise in external management are of great importance. Determination of the initial price in the process of restoring the solvency of the debtor is one of the radical ways of its restructuring.

The restructuring of enterprises in relation to solving the problems of financial recovery of Russian enterprises, both in the framework of judicial and out-of-court bankruptcy procedures, is an urgent problem, the recovery of the Russian economy as a whole largely depends on the success of its solution. At the same time, mastering the technique of developing plans for the financial recovery of enterprises, as well as plans for external management, is also essential.

Andrei Krupsky, managing partner
law firm "Lemchik, Krupsky and Partners. Structural and Tax Consulting»

What tasks did the creation of a transparent business structure solve before selling a blocking stake to a strategic investor?

Due to what: changing the scheme of ownership of companies, the formation of a management company, the creation of subsidiary legal entities.

One of the most important stages of almost any project to attract an investor, strategic or financial, is the preparation of the legal structure of the business. This task did not bypass the Nashe Vse!* group of companies specializing in the sale of toys and goods for newborns. The group includes several stores operating in different regions of Russia, as well as a wholesale trade division.

The business needed additional investments for the development of the retail trade network. The owner's plans were to sell 25 percent plus one share to an investment fund with the possibility of repurchasing this share. It became clear to the management of the holding immediately after the first meetings with potential investors that it would not be easy to implement such a strategy. Despite the fact that from an economic point of view, such a deal was of interest to many funds, they were not ready to invest in a business that did not have a clear, stable legal structure. Under the ideal structure, in the most simplified version, many investors mean the following scheme: the owner owns a company registered outside the Russian Federation, and that, in turn, owns 100 percent stakes (stakes) in legal entities operating in Russia.

initial situation

In the group "Our everything!" the structure of enterprises was formed spontaneously. Many decisions were made on the basis of momentary tasks. For example, when it was required to open a new store, a new company was registered, the owner of which was formally a trusted person of the owner of the entire business. The real owner of the group owned only two organizations, on the balance sheet of which there were buildings leased to the group's stores. Another object of commercial real estate belonged to the owner directly, without the mediation of legal entities.

Each of the stores was represented by a legal entity, which in turn belonged to a separate company. The retail direction had two echelons of legal entities (see Diagram 1). Also in the structure of the group there was a wholesale trading company that supplied goods to the holding's stores and wholesale buyers. Plus, the same company sold goods at retail, but through individual entrepreneurs, essentially their own employees.

Scheme 1. The legal structure of the Nashe Vse! before conversion

The main goal of creating such a complex and completely non-transparent structure is to hide the existence of the holding from the tax authorities. According to the owner, it is much cheaper for one small store to resolve issues with inspectors than for a group with serious turnover. In addition, such a holding structure made it possible to use a wide variety of tax optimization schemes. But this situation did not suit investors. The most promising of the investment funds, with which preliminary negotiations were held, formulated the following conditions:

• the acquisition of a share in the authorized capital of the company, which in fact will receive money from the sale of shares for subsequent investment in the development of the group and owns all. And it must own all operating divisions, as well as key assets;
• guarantee of direct control over the use of investments and current economic activity.

In other words, in order to attract investor funds, it was necessary to build a structure in which all companies would be owned by one. This is a classic organizational pyramid, the top of which is a company registered in a foreign jurisdiction and directly owned by the owner of the business.

Group reform

It must be admitted that it was not easy for the owner of the business to decide on the restructuring of the legal structure of the business. Transparent relationships between the group's enterprises, on the one hand, made the holding attractive to investors, and, on the other hand, created additional tax risks. In particular, the risk of careful control of transfer prices by the tax authorities and related claims (Article 40 of the Tax Code of the Russian Federation). However, the group really needed serious investments. Therefore, the reform was not postponed.

First, a holding company was set up in one of the foreign jurisdictions. The same "top of the pyramid", which indirectly owned all the enterprises and assets of the holding in the territory of the Russian Federation. This legal entity has established two more foreign firms (see Chart 2). The first, as a result of all the transformations, became the owner of operating companies - shops and a trading house, and the second indirectly received property objects. This two-tier structure guarantees the owner privacy.

Scheme 2. The legal structure of the Nashe Vse! after the reform

A classic management company (MC) was formed in the structure of the group. This business unit, like foreign firms, is wholly owned by the holding company, but registered in the Russian Federation. The main task of the management company is the operational management of the group's enterprises. The creation of a management company was also dictated by the requirements of the investor - "control over the use of investments and operating activities." And the transformation didn't end there.

The group refused the services of individual entrepreneurs. All contracts between individual entrepreneurs and clients were terminated and re-signed to a legal entity - a trading house. This was done for several reasons. Firstly, the financial results of the activities of individual entrepreneurs cannot be included in the consolidated financial statements under IFRS, and secondly, from a legal point of view, the owner of the group does not have the ability to control the assets owned by the individual entrepreneur.

During the reorganization of the business, the number of legal entities was reduced. Business units that performed identical functions were united within one company. For example, from several stores operating in one region as completely independent enterprises, one limited liability company was created. Depending on the specific situation, certain legal forms of restructuring were used: accession, merger. True, in some cases such consolidation was impossible. For example, a store has a long-term contract with a third-party landlord who has nothing to do with the group. Turning such an outlet into a division of another legal entity would mean that the contract must be renegotiated. But the management was not sure that the owner of the premises would agree to maintain the previous conditions and would not take advantage of the situation in order, for example, to increase the rent.

The trading company hasn't changed much. The only thing worth mentioning is that within this legal entity a unit was created that deals with the centralized purchase of goods for all stores. This, in turn, made it possible to reduce the prices of purchased goods somewhat due to economies of scale.

After all these transformations were completed, the nominal owners of the stores (those very trusted people of the business owner) sold "their" shares to a foreign company - the "owner of operating units."

Order in documents

The creation of a holding company with transparent ownership and management mechanisms should be accompanied by the adoption of corporate documents describing the content of these mechanisms, the powers of company leaders, etc. In the case of "Our everything!" it was quite hard work. It was necessary to develop regulations on boards of directors, audit commissions, and supervisory boards.

In addition, it was necessary to carefully prescribe the powers of the management company. On behalf of the stores and the trading division, we entered into management contracts with the management company. By the way, the directors of these operating units were transferred to work in a management company, where they received the status of managers. In fact, they continued to manage the same business units as before, but already under the supervision of the General Director of the Criminal Code. And such changes for the holding "Our everything!" only benefited. The fact is that before the reform, there were two precedents in the practice of the group when store directors abused their powers (embezzlement, conclusion of large transactions that were unprofitable for business, hiring relatives with inflated salaries). The advent of supervision made it possible to minimize the risk of such violations.

Not without formalization of relations between the companies of the holding. The fact is that the legal entities that make up the group interacted with each other much more closely than it looked on paper. For each such situation, appropriate agreements were drawn up with the necessary annexes. For example, a sales department, whose employees are registered in one organization, sold goods that actually belonged to another company, of course, from among the enterprises of the holding. In order to form a clear position on the grounds for such relationships, agency agreements were drawn up between these legal entities.

Another example is that agreements were reached with a number of suppliers on the provision of bonuses and discounts, but the conditions for their provision and the amounts were not legally fixed. We had to renegotiate contracts.

Documentation fixing the labor relations of the created companies with the team was almost completely revised - employment contracts, job descriptions, regulations on departments, etc. And special attention during the reform was paid to the design of top managers.

An audit of registration of rights to objects of intellectual property has also become an integral stage in the holding's preparation for raising capital. In the case of the group "Our everything!" this concerned, first of all, a trademark, which had not only to be correctly registered, but also to fix the rights to use it.

In practice, each of the stores used a single brand for the entire holding, but had no formal grounds for this. To solve the problem, a single standard franchise agreement was developed. It was concluded between the company - the copyright holder, which owns the trademark, and the stores.

Project results

As a result of the reforms carried out, the group attracted an investor (investment fund), which acquired 25 percent plus one share of the holding company.

Under the terms of the agreement, the investor also assumed obligations for additional financing of the business in accordance with the business plan. And the business owner received the right to early redemption of the share sold to the fund after three years at a price to be determined by an independent appraisal company.

Table. Project Cost Estimate (Enlarged)

* The name of the group has been changed to a fictitious one for privacy reasons. Any resemblance to real-life companies with similar names is purely coincidental. - Note. ed.