What does holding mean? Features of the holding structure of a business organization

What is a holding?

Holding is the main company that owns all subsidiaries, united in a single structure. The main company controls the activities of all organizations that are part of it. Very often, such enterprises are independent of each other and have different areas of activity. For more than half a century, such forms of holdings as circular and cross have been developing strongly.

Circular holding is such a system when a subordinate company can simultaneously become a co-owner of the capital of the main company if it acquires shares of a higher founder. As a result, it can to some extent control the activities of the parent company.

What is cross holding? This is a form of capital participation, when the parent company of one structure can become the owner-partner of blocks of shares in subsidiaries that are part of the holding structures of other parent companies.

These two types of holdings are more suitable for commercial structures that are difficult to regulate by government agencies.
The founders of the holding can be both individuals and legal entities.

Organization Properties

To better understand what a holding is, consider its distinctive features. These include the totality of shares of firms in various industries and sectors of the economy, which are dispersed over many regions. If you draw a pyramid, you can imagine that at the top there is one or two firms, from which subsidiaries, grandchildren and other related companies go down. This is how the gradation of such an organization as a holding looks like. The definition of a holding indicates that its management is usually centralized. It is almost always in the hands of the parent company.

The holding structure is an association of companies whose capital is owned by the parent company. What is a holding in terms of relations between subsidiaries and the parent company? Subsidiaries are legal entities and are completely independent, while the parent company receives profit from investments in their capital, and is not responsible for their obligations.

Association paths

Enterprises can be combined into holdings in six ways:

The first way is called - the accession of enterprises that are united by a common type of activity. This is done to conquer new market segments, to strengthen the power of one company with the help of the strengths of another.

The second way is vertical integration - organizations are combined into one technological cycle, mainly to reduce production.

The third way is the creation of new companies and their subsequent accession to the holding being created.

The fourth way is the creation of a new management company on the shares of two different organizations and its subsequent development, already without these organizations.

The fifth option is essentially the same as the previous one, only national and transnational corporations are united.

And the last, but no less popular and popular way is the division of large companies after their restructuring.

You will need

• - permission from the Federal Antimonopoly Service;
• - permission of the State Property Committee;
• - the consent of the labor collectives of enterprises.

Instruction

A holding is a part of an entrepreneurial association, the participants of which, with formal legal independence, are subordinate to one of the members of the group - the parent organization that owns a controlling stake in its other members.

To create a holding company, obtain the consent of the Federal Antimonopoly Service of the Russian Federation and its territorial bodies. Do the privatization of enterprises that will be included in the future on a general basis in accordance with the law
"On the privatization of state and municipal property".

In the process of creating a holding, you may encounter some restrictions. established by the "Temporary Regulations on Holdings". In particular, it is forbidden to create a holding company that owns a controlling stake, producing on the market more than 35% of homogeneous or products. The creation of a holding company is impossible if this step can lead to the monopolization of the production of certain types of products.

To transform an enterprise into a subsidiary, obtain the consent of more than half of its workforce. To do this, hold a general meeting and fix this decision in the minutes of the meeting.

After that, if we are talking about the privatization of state and municipal property and the creation of a holding on its basis, submit a proposal for the creation of the State Property Committee and property management committees. In the proposal, indicate the rationale for creating a holding company, its goals and objectives, a list of enterprises that will be included in the future holding, information on the share of products that these enterprises produce on the federal and local markets, and draft constituent documents of the holding company.

The State Property Committee and the Federal Antimonopoly Service check the submitted documents and agree to the formation of the holding. However, from time to time the antimonopoly service has the right to check the holding for compliance with antimonopoly legislation and hold the holding's management accountable for violations of antimonopoly legislation. The preliminary consent of the Federal Antimonopoly Service is also required in the event of the creation of new legal entities within the holding.

A holding or holding company is a special form of capital pooling, an integrated company that does not engage in production activities, but uses its own funds to acquire controlling stakes in other enterprises in order to coordinate their activities. The entities that are combined into holdings have financial and legal independence, but the right to resolve the main issues belongs to the holding company.

Instruction

So, this is a system of commercial organizations, which includes a parent company that owns a controlling stake in other organizations that are subsidiaries in relation to the parent company. The parent (management) company can either perform production functions or directly manage the holding. An enterprise whose activities are regulated by the holding company due to the predominance of its share in the authorized capital or in accordance with the concluded agreement will be considered a subsidiary.

Holdings are not formed by chance. The purpose of their appearance is to conquer new market sectors and reduce costs. These factors increase its capitalization, which requires the effective operation of the entire system of enterprises included in the holding. At the same time, the value of the holding's shares grows only if the subsidiaries and the parent organization work efficiently.

A holding may be formed by successive mergers or by obtaining control over companies that are engaged in the same sector of the economy. The main purpose of creating such

The most common form of business associations in the modern Russian economy are holdings. plays a special role in the formation of the country's budget. Thus, for several years their tax payments have exceeded 60% of the total amount of federal taxes and fees in Russia. Of these, almost 20% are tax deductions from the Gazprom gas holding.

The historical analysis of the formation of the concept of "holding" in the Russian legal and scientific literature is presented in the table below.

Recently, in Russia, holdings are any conglomerate associations of commercial structures in which relations between the management company and subsidiaries are regulated not only and not so much by the right of ownership or the measure of participation in the authorized capital, but by means of certain forms of contractual relations determined by the current legislation.

Based on the foregoing, we propose the following definition of a holding.

A holding is a group of economically interacting legal entities in which the parent company needs only a minimum stake in other legal entities for full control over their activities.

This definition well reflects the current situation - holdings actively use internal operations for the purchase and sale of securities to redistribute funds between divisions in order to finance large investment projects and transactions.

Holding types

Due to the insufficient development of issues related to the characteristics of certain types of holdings, a scientifically based classification of holdings is of great theoretical and practical importance. Identification on its basis of the features of certain types of holdings will allow to more clearly regulate the issues of the activities of holdings in legislative and by-laws.

Holdings can be classified according to the following criteria.

1. Based on the types of dependence established by law, holdings should be divided into:

Property - based on the predominant participation in the authorized capital or the presence of a controlling stake;

Contractual - when holding relations arise by virtue of, within the framework and for the duration of the concluded agreement;

Organizational - holding relations that develop in connection with other circumstances not directly named in the legislation.

The most common in Russian and world business and, accordingly, studied in the scientific literature are property holdings. At the same time, very often in practice, in relation to a particular holding, there is not one, but several types of dependence. The presence of an organizational type of dependence, as a rule, complements the property and contractual dependence and follows from the ownership of a controlling stake (participatory interests) or an agreement. Contractual dependence is often formed in the development of existing control in the authorized capital.

2. Depending on whether the parent company of the holding is exclusively the holder of shares (or participatory interests) of subsidiaries, without being engaged in independent production, trading, banking or other commercial activities, or whether it is also engaged in any commercial activity , there are two types of holdings:

1) net holdings;

2) mixed holdings.

In a pure holding, the parent company does not carry out any commercial activity, and, owning controlling stakes (predominant equity participation) of other holding participants, it performs only control and management functions to manage and coordinate the activities of other holding participants.

In a mixed holding, the parent company, in addition to controlling and managing functions in relation to other members of the holding, also carries out independent commercial and entrepreneurial activities. In this holding, the parent company plays a kind of dual role: on the one hand, it is a management company, on the other, an industrial enterprise, a bank, a trading enterprise, etc.

3. Depending on the characteristics of the owners, the following types of holdings can be distinguished: state and private holdings.

A state (municipal) holding is a holding in which the participation of the state (municipal formation) in the authorized capital of the main company allows the state (municipal formation) to control such an association (hereinafter referred to as the state holding).

Accordingly, holdings are private, in which the authorized capital of the main company is formed from the contributions of individuals - commercial organizations and citizens. A variety of private holdings are family holdings.

A family holding is, for example, the well-known Korean company Daewoo, whose collapse in 1999 shocked many Koreans. For decades, South Koreans firmly believed in the invulnerability of the huge multi-profile family holdings that define the face of the Korean economy and which until then enjoyed unconditional government support.

4. Depending on the nature of production and economic relations between the participants of the holding and the method of organizing a holding association, horizontal, vertical and diversified holdings are distinguished.

Horizontal holdings (sales holdings) - an association of companies operating in the same market (energy companies, sales, telecommunications, etc.). They represent an association of homogeneous businesses into branch, for example, territorial, structures, which are managed by the parent business company. The main purpose of such a merger is to create a unified system of suppliers and many subsidiaries that perform sales functions. If there are many such subsidiaries, then uniform rules for regulating their activities are necessary.

The specifics of a horizontal holding is that the subsidiaries included in the holding are dispersed. The holding allows you to create a unified policy for a specific type of product (implemented in the form of discounts, gifts for customers, etc.). In this case, the centralization of management plays an important role in the development of a common policy.

Vertical holdings (company-type holdings or production holdings) are the association of enterprises in one production chain (raw material extraction, processing, production, marketing). As an example, we can cite associations involved in the processing of agricultural products, metals, and oil refining.

Diversified holdings, unlike horizontal and vertical holdings, are a form of combining different businesses operating in different markets. Their creation is associated with the expansion of the economic activity of the holding company to new areas (with the expansion of the range of products, types of services provided, etc.). At the same time, companies often do not go for a complete merger, but create one or another interaction mechanism that allows them to maintain the status of a legal entity and at the same time cooperate with other enterprises.

International holdings widely use the form of a diversified holding company in order to control and manage subsidiaries of JSCs, allocated on any basis (national, industry, etc.).

5. From the point of view of the functional content of the activities of the holding company or the parent organization of the holding, in foreign and Russian literature, a financial, managerial, and also a mixed financial and management holding company are distinguished.

The financial holding has as a predominant function the formation of a portfolio of equity participation of the parent company in subsidiaries. In a financial holding, the main company does not carry out management activities to manage the association. This type of holding, from our point of view, can be classified as an investment holding.

A managing holding is a holding in which the parent company exercises unified economic management of its subsidiaries. T. Keller calls the managing holding a holding in the narrow sense. Other experts consider the management holding to be classic.

The management holding is divided into two subspecies - strategic management holding, when the main company is limited only to the development of the strategy of subsidiaries, thus providing a synergistic effect of the merger, and does not interfere in the operational production activities, and operational management holding, when the main company controls the current production and economic activities subsidiaries. A holding that combines the functions of a financial manager and a manager is called a financial manager.

6. From the point of view of the presence of a "participation system" of structural complexity, the main holding and the intermediate holding, or sub-holding, are distinguished.

Intermediate holdings exist in multi-level holding associations, when the subsidiaries of the main holding constitute an intermediate holding, being parent companies in relation to their subsidiaries, acting in relation to the main holding as "grandchildren".

A sub-holding as a legal entity - a holding participant is under direct (first-level participant) or indirect (sub-holdings of subsequent levels) control of the main company and is created over many subsidiaries to focus the efforts of the main company on the strategic objectives of the development of the holding as a whole. Often, the creation of an extensive system of participation ensures the stability of the holding association, since in this case entrepreneurial risks are significantly reduced.

7. Depending on the location of the activities of the holding enterprises, one can distinguish: a transnational holding and a national holding.

A transnational holding is a holding whose business entities are located in different states. Due to the generally wide geographical dispersion of its companies, transnational holding (parent) companies are often registered in states that, along with special tax advantages (in the form of a particularly favorable taxation of foreign participation income and profits), facilitate access to international financial markets and special instruments financing.

An essential feature of a national holding is the location of its participants in one state.

8. From the standpoint of industry affiliation, industry and inter-sector holdings are distinguished. For example, vertically integrated oil companies are industry holdings. We can name industrial, agricultural, transport, energy and other holdings. Not each of these types of holdings has specific legal regulation, some are not even mentioned in laws and other legal acts. The foregoing does not apply to a bank holding company, in respect of which a special legal regime is established by the current legislation.

A bank holding is an association of legal entities that is not a legal entity with the participation of a credit institution (credit institutions) in which a legal entity that is not a credit institution (the parent organization of a bank holding) has the ability to directly or indirectly (through a third party) exert a significant influence on decisions accepted by the management bodies of the credit institution (credit institutions).

9. Depending on the functions of the subsidiaries, such holdings are distinguished as a controlling holding, a management-based holding, a securities holding, an equity holding, and a capital holding.

In practice, the most common are control holdings and equity holdings.

In a controlling holding, the parent (holding) company owns controlling stakes in other members of the holding, due to which it has a decisive influence on their activities.

If the parent company of the holding company has a decisive stake in the capital of other economic companies - members of the holding company, then such a holding company is considered an equity holding, and vertical financial, legal and, under certain conditions, directive legal or managerial-organizational relations, as well as service relations. Equity participation of the parent company in other legally independent enterprises - participants of the holding in the form of ownership of equity property is a specific feature of this type of holding.

It should be borne in mind that in this case a situation is possible when a holding company with a relatively small share of participation can have a significant influence on the management of a joint-stock company that is part of the respective holding. This happens when there is a lot of dispersed capital or weak interests in the management of other shareholders.

10. Other types of holdings.

There are also classic and distributed holdings, which are quite common in Russian practice. Consider the above types of holdings, which are widely used in the field of civil circulation.

The classic holding includes associations of enterprises, the controlling stake of which is concentrated in the hands of the parent company. Here, however, it is necessary to clarify that the term "controlling stake" is used in this case in a broad sense (in accordance with the Provisional Regulations on Holding Companies), since in a number of Russian holding companies, subsidiaries are not joint-stock companies, but have an organizational the form of limited liability companies or state unitary enterprises.

A distributed holding is a kind of mixed (financial and managerial) holding. A distributed holding should include such associations in which the role of the parent company is performed by several independent companies united by affiliation or affiliation to one person or group of jointly acting individuals. A distributed holding consists of several territorially significantly remote branches that carry out complex economic activities, such as production.

Advantages and disadvantages of the holding model of business organization

The advantages of organizing a business in a holding form can be conditionally divided into two groups. The first group is associated with the effect of integration in general, regardless of the form in which it is presented: a holding, a financial and industrial group, a simple partnership, since it is clear that during the period of general economic globalization, it is usually less profitable to operate in an autonomous, non-cooperative structure than in an integrated one. . The second group of holding advantages is related to the specifics of this particular form of business association.

The effect of merging business entities into a holding as a synergistic effect of the system is that the benefits from the merger are achieved not through arithmetic addition, but by multiplying the capabilities of all organizations included in the holding structure. Holdings as a kind of business associations in comparison with non-integrated commercial organizations have the following advantages:

Implementation of the scale of the resources used (production assets, investment funds, labor resources), including the possibility of attracting qualified managerial, scientific, production personnel;

Minimizing for the participants of the association, in comparison with separate producers that are not included in it, the negative impact of competition, since the participants of the association, as a rule, do not allow mutual competition in the same market;

The possibility of producing competitive products (works, services) due to the creation of a self-sufficient vertically integrated system from the extraction of raw materials to the production of finished products of a high degree of processing;

Significant centralization of capital, which, depending on the economic situation, can "flow" from one area of ​​business activity to another;

The possibility of diversifying production to reduce entrepreneurial risks and ensure the specialization of certain types of activities as a condition for their competitiveness;

The combination of production, technical experience and research and development, the possibility of integrating science and production;

The ability to implement a coordinated financial, investment, credit policy;

The image of a large and influential integrated structure;

Opportunity to lobby in legislative and governmental bodies. So, from January 1, 2008, when transferring profits from a subsidiary to a parent company in the form of dividends, there is no need to pay income tax on them if the parent company owns a controlling stake in the subsidiary for more than a year, this stake is worth more than 500 million rubles and the subsidiary " is not registered offshore. The adoption of this law is beneficial for many Russian holdings, as it achieves savings in income tax of hundreds of millions of rubles;

Flexibility and mobility in the choice of organizational and legal forms of holding participants, in the distribution of functions between them, determining the degree of their autonomy;

Ease of procedures for creating and restructuring holdings (lack of registration procedures, business acquisition through the purchase of shares);

Stability and stability (you cannot voluntarily withdraw from the holding);

Limited risk of liability (the parent company is liable for the debts of the subsidiary only in cases established by federal laws);

Distribution of commercial risks (especially for diversified holdings);

The possibility of speculation on the shares of subsidiaries;

Efficiency of financial and tax planning;

Privacy control for business owners at the top of the holding pyramid.

Not every holding association provides a one-time implementation of all the listed benefits. Some of the named advantages of holdings turn around for other subjects (the state, citizens, other entrepreneurs, for example, counterparties under contracts) in reverse and can be attributed to disadvantages from the point of view of realizing their interests. Here one should proceed from the general approach to protecting the rights and legitimate interests of all participants in legal relations exercising their rights reasonably and in good faith.

The disadvantages of the holding model of business organization, along with the obvious advantages, include:

Lack of competition within the holding, which entails the possibility of maintaining unprofitable production and reducing the economic efficiency of the holding as a whole;

Bureaucratization of management, the complexity of the hierarchical structure;

Non-optimal taxation of the holding's participants, lack of "tax unity" of the holding;

The complexity of managing a holding association:

a) a large number of subjects of corporate relations with different interests;

b) high transaction costs (including complicated workflow);

Lack of adequate regulatory and legal regulation of holdings;

Absence of peculiarities of legal regulation of related party transactions within the holding.

Thus, the holding as an entrepreneurial association, which is a production and economic complex, meets the following conditions:

1) this association can act as a single entity;

2) its participants are economic companies - independent subjects of civil law relations (joint stock companies, limited liability companies);

3) one of the economic companies - participants in the association determines the decisions taken by other economic companies - participants in the same association;

4) the association pursues a single policy (investment technological, production and economic, financial or scientific and technical).

Holding

Holding (from English holding "ownership") - a set of the parent company and its subsidiaries controlled by it. In the Russian Federation, it is more correct to say a holding company (Fig. 1).

In addition to simple holdings, which are one parent company and one or more subsidiaries controlled by it (which are said to be "sister" companies in relation to each other), there are more complex holding structures in which subsidiaries themselves act as as parent companies in relation to other (“granddaughter”) companies. At the same time, the parent company, which is at the head of the entire structure of the holding, is called the holding company.

A holding company is an organization that owns controlling stakes in other companies in order to exercise control and management functions over them. The holding is a specific managerial and financial core of modern corporations, conglomerates and other organizational structures of the market.

Figure 1. Holding structure

Holding structures are multifactorial complex formations that ensure the consistent integration of production and capital resources, the creation of large-scale differentiated industries focused on the development and implementation of the latest technical solutions, and the implementation of various investment programs.

The control of subsidiaries in a holding company occurs:

First, through the possession of a controlling stake. At the same time, the controlling stake does not have to be 51% of the shares of the subsidiary. In world practice, a controlling stake is understood as any number of shares that ensures the adoption of the necessary decision at a meeting of shareholders. The size of the package depends on the degree of dispersion of shares: the more shareholders in the company, each of which has a small number of votes, the smaller the package is required to establish control over the enterprise; in some cases, 20-25% of the shares are sufficient. Secondly, the parent company can control the activities of another enterprise if an agreement is concluded between them, according to which the parent company has the right to issue instructions that are binding on the subsidiary.

Thirdly, the parent company exercises its control functions if the charter of the subsidiary provides that the parent company has the right to give instructions to it regarding production, economic, financial and investment activities.

The supreme governing body of a holding company is the general meeting of shareholders (participants), and in the intervals between them - the board. As a rule, the board, consisting of the directors of each of the subsidiaries, directs the policy and controls the activities of the holding system as a whole in accordance with the blocks of shares that it owns. Boards of directors of subsidiaries are appointed by the management of the holding and act as their proxies. The head holding company is in charge of developing a strategy, formulating development goals, implementing coordination and communication links between the subjects of the holding system, unified financial management in order to optimally distribute and use resources and raise capital, select and approve senior management personnel, audit activities, manage all types of resources. Tactical issues of the company's activities are under the jurisdiction of subsidiaries, which have independence in making decisions regarding their operational functioning in the market.

Holding companies carry out strategic management through the development of recommendations, orders and directives, participation in the supervisory board of subsidiaries, have the right to veto, use a variety of management methods using economic, financial and credit levers.

Examples of Russian holdings: RosBusinessConsulting, Agroholding, RAO UES of Russia, RAO Gazprom, oil companies Lukoil, Surgutneftegaz.

Holding types

Getting down to the classification of holdings, I would like to touch on a few points. First, in modern legal and economic literature, there are various grounds for qualification of holding associations, and only a small number of them have proper legal significance, i.e. in relation to a certain type of holding, a special legal regime has been established, there is a specific legal regulation.

Other classification grounds are more of economic importance, which is of interest for building a holding management system. Secondly, it seems that the classification criteria should not intersect in order to achieve its objectivity and scientific character. Unfortunately, modern publications offer various ways of differentiating holdings into types without a clear understanding of the purpose and basis of such systematization. Third: as a form of business association, holdings can and should be classified on the grounds that are relevant for other types of business associations.

From the point of view of the functions of the main society, there are:

Financial (investment)-- this is a holding, where more than 50% of the capital is made up of securities of other enterprises. The main role in the activities of such a holding is played by financial transactions; it does not have the right to perform other types of activities, since it combines capital, not enterprises.

Manager (strategic and operational)-- a holding company in which the main company provides a single economic management of the subsidiaries. Strategic management holding, when the main company is limited only to the development of the strategy of subsidiaries, thus ensuring the synergistic effect of the merger, and does not interfere in the operational production activities, and operational management holding, when the main company controls the current production and economic activities of subsidiaries.

financial manager- a holding that combines the functions of a financial manager and a financial manager is called a financial manager.

Depending on the method of establishing control of the parent company over subsidiaries, there are:

- property- based on the predominant participation in the authorized capital or the presence of a controlling stake

- contractual- when holding relations arise by virtue of, within the framework and for the duration of the concluded agreement;

- organizational- in which holding relations develop in connection with other circumstances not directly named in the legislation.

The most common in Russian and global business are property holdings. At the same time, very often in practice, in relation to a particular holding, there is not one, but several types of dependence. The presence of an organizational type of dependence, as a rule, complements the property and contractual dependence and follows from the ownership of a controlling stake (participatory interests) or an agreement. Contractual dependence is often formed in the development of existing control in the authorized capital.

Depending on the types of work and functions performed by the parent company, there are pure and mixed holdings. Such a division is determined by whether the main company of the holding is exclusively the holder of shares (participatory interests) of subsidiaries or, along with this, is engaged in independent production, trading or other commercial activities.

net holding in which the parent company owns controlling stakes in subsidiaries, but does not conduct any production activities itself, but performs only control and management functions;

mixed holding, in which the parent company conducts business activities, manufactures products, provides services, but at the same time performs management functions in relation to subsidiaries.

Many holdings in the world are pure, i.e. engaged only in the management of subsidiaries, while in Russia mixed holdings have become widespread. This circumstance is not accidental. Russian legislation, unlike many countries, does not contain provisions that would be attractive for doing business using the pure holding scheme. The absence of peculiarities of taxation of funds and other property transferred in the holding system leads to the fact that many holdings, in order to optimize financial flows, carry out independent commercial activities along with the management of subsidiaries. This increases the possibility of using the transfer pricing system. The predominance of mixed holdings in Russia is also due to the scheme of privatization and subsequent disaggregation of joint-stock companies. In this case, the parent organization continues to be engaged in production activities, and subsidiaries are organized in place of the structural divisions, the shareholder of which it becomes.

From the point of view of the production relationship of companies, there are:

integrated holding, in which enterprises are connected by a technological chain. This type of holdings has become widespread in the oil and gas complex, where, under the leadership of the parent company, enterprises for production, transportation, processing and marketing of products are combined;

conglomerate holding, which unites heterogeneous enterprises that are not related to the technological process. Each of the subsidiaries conducts its own business, in no way dependent on other subsidiaries.

Depending on the degree of mutual influence of companies, there are:

classic holding in which the parent company controls subsidiaries by virtue of its predominant participation in their authorized capital. Subsidiaries, as a rule, do not own shares of the parent company, although this possibility cannot be completely ruled out. In some cases, they have small stakes in the parent company;

cross holding where companies own controlling stakes in each other. This form of holdings is typical for Japan, where the bank owns a controlling stake in the enterprise, and it owns a controlling stake in the bank. Thus, there is a fusion of financial and industrial capital, which, on the one hand, facilitates the enterprise's access to financial resources available to the bank, and on the other hand, gives banks the opportunity to fully control the activities of subsidiaries by providing them with loans.

According to the forms of ownership, holdings can be divided into: public, private and mixed public-private structures.

public(municipal) is a holding in which the participation of the state (municipal formation) in the authorized capital of the main company allows the state (municipal formation) to control such an association.

private are holdings where the authorized capital of the main company is formed from the contributions of individuals - commercial organizations and citizens. A variety of private holdings are family holdings. In modern conditions, private holding companies or mixed public-private companies, in which the state participates in the share capital of private firms, come to the fore.

According to the forms of production and economic integration, they traditionally distinguish:

horizontal holding takes place in cases where its participants are integrated in one area of ​​activity, in one sector of the market (Scheme 1). The purpose of horizontal integration is to reduce production costs, maximize the use of production capacity, mobility in the use of resources, the establishment of price or marketing control in the market.

world holding cartel integration

Scheme 1 Horizontal type of production and economic integration

Horizontal holdings are the object of close attention of the antimonopoly authorities, since in terms of the degree of danger to competition, horizontal associations are superior to vertical ones and can be the largest source of anticompetitive behavior after the traditional monopoly.

vertical the holding is an association of participants engaged in diversified activities in a single technological chain of product production (Scheme 2). The vertical holding includes suppliers of raw materials, materials, components, manufacturers of the finished product, service centers, i.e. business entities located at different levels of production and distribution.

Scheme 2. Vertical type of production and economic integration

A vertically integrated holding, in fact, is an industrial and economic complex with extensive links between producers and consumers of products (services) within the holding association.

diversified holdings, or conglomerates, are formed by participants belonging to various industries and fields of activity that are technologically unrelated to each other. Diversification is carried out by distributing the production portfolio between various industries, expanding the range of products and services provided in order to ensure the financial and economic stability of the company and reduce business risks. A striking example of a diversified business is the Russian holdings of AFK Sistema and Interros.

From the point of view of the presence of a "participation system" of structural complexity, there are main holding And intermediate holding, or subholding. Intermediate holdings exist in multilevel holding associations, when the subsidiaries of the main holding constitute an intermediate holding, being parent companies in relation to "their" subsidiaries, acting in relation to the main holding as "grandchildren" (Scheme 3).

Scheme 3 Subholding (intermediate holding)

Russian civil legislation, with the exception of banking, does not provide for the possibility of exercising indirect control - through third parties. Thus, the intermediate holding is in the sphere of attention of the banking, tax, antimonopoly legislation.

From the point of view of the territory, one can consider:

national holdings, where all participants in national holdings are located on the territory of one state and are subject to a single legal regime.

transnational holdings that conduct coordinated business activities on the territory of several countries. The overwhelming majority of large Russian holdings today are transnational holdings. One of the advantages of transnational holdings is the possibility of registering individual members of the association in countries with a favorable taxation regime, with developed financial market instruments, and affordable lending.

From the standpoint of industry affiliation, there are:

industry And intersectoral holdings. For example, vertically integrated oil companies are industry holdings. We can name industrial, agricultural, transport, energy and other holdings. Not each of these types of holdings has specific legal regulation, some are not even mentioned in laws and other legal acts. The foregoing does not apply to a bank holding company, in respect of which a special legal regime is established by the current legislation.

banking holding (group) - The Law on Banks and Banking Activity defines a bank holding company as an association of legal entities that is not a legal entity, with the participation of a credit institution (credit institutions), in which a legal entity that is not a credit institution (the parent organization of a bank holding company) has the opportunity, directly or indirectly ( through a third party) have a significant impact on the decisions taken by the management bodies of the credit institution (credit institutions).

Along with a bank holding company, the Law on Banks and Banking Activities also defines a banking group that differs from a bank holding company only in the composition of the participants in the association. A banking group is an association of credit institutions in which the parent institution is also a credit institution.

Features of the legal status of a banking holding:

Recognition of indirect control as the basis for establishing holding relations

The need to inform the Central Bank of the Russian Federation about the creation

Presence of a management company institution

The need for the parent organization to maintain consolidated reporting on the activities of participants.

Holding benefits include:

1) a legally easier and less expensive way to acquire control over another firm than a merger, acquisition, or simply buying the assets of another firm;

2) when creating a holding, the parent company takes into account the voluntariness and opinion of the subsidiary;

3) the creation of foreign subsidiaries controlled by the holding allows the corporation to obtain legal grounds for penetrating the markets of countries where the activities of corporate structures are limited.

The operation of holding companies can bring the maximum return to the economy in the following cases:

In industries with a high concentration of production (for example, in ferrous and non-ferrous metallurgy);

In sectors that are natural monopolies (gas industry, energy);

In those industries where there is a conglomerate integration of enterprises united by a common technological chain;

When there is an uncontrolled buying up of controlling stakes in enterprises by criminal commercial structures.

The disadvantages of the holding include:

Lack of competition within the holding, which requires constant improvement in the quality of products (works, services). The holding may artificially support unprofitable production, which reduces the economic efficiency of the association as a whole.

A complex hierarchical system with a significant internal bureaucracy with often overlapping functions. At the same time, the apparatus, in order to justify its existence, tends to grow, strives to strengthen its organizational and managerial influence.

Holdings in the Russian Federation have a sub-optimal taxation regime. Any going beyond the "boundaries" of a legal entity entails the emergence of a taxable base, since the principle of unitary taxation, which is typical, for example, for the United States, is not applied.

Lack of adequate legal regulation of this business association;

The need for holdings to comply with a significant number of restrictions established by the antimonopoly legislation, again not noticing the essential features of a holding association.

Some of these shortcomings of business organization in a holding form can only be overcome by the legislator, the elimination of others depends on the entrepreneurs themselves. A skillful combination of the advantages of integration while neutralizing the disadvantages (building an optimal management structure, fighting against the growth of the bureaucratic apparatus, facilitating the procedure for passing managerial decisions, creating an effective management system in the holding, etc.) makes it possible to make the holding an effective form of entrepreneurial activity.

The holding is one of the most popular and relevant formats for building medium and large businesses. For this reason, it is important to explain to people what holding is, in simple terms. A holding is a set of commercial structures headed by the main (parent) organization that manages the rest of the subsidiaries.

In other words, the parent company in such a business structure must be the owner of the required number of shares of each subordinate structure in order to have the right to exercise control over its activities. In theory, you need to own more than 50% of the shares, but in practice you need to have much less.

In a holding, there is always one main company that owns a controlling stake in the rest of its participants. At the same time, equal relationships are not always maintained between other members of this structure.

With a more complex construction of a holding, a specific hierarchy is often formed between all companies that are part of the orbit of the parent organization.

Holding formation

The process of creating a holding can be carried out by several methods at once. In the case of using a horizontal integration model, all companies that conduct the same business join one structure.

At the same time, the vertical method of integration means that several structures included in the system of a single production cycle will be combined. This structure often helps to reduce existing production costs, and also provides an opportunity to significantly increase the market capitalization of a commercial organization.

Also, the creation of a holding can take place as part of the formation of new companies with their subsequent inclusion in the general structure of the holding. Several separate holdings can also merge into a single holding corporation.

The existing classification of holdings

To date, it is customary to distinguish the following types of holdings:

• property holdings. In this case, the parent company is the owner of a controlling stake in subsidiaries.
• Contractual holdings. This type of holding structure involves the signing of special agreements between the main company and subsidiaries, according to which the parent structure will have the right to manage the rest of the organizations.
• Net holdings. In this option, the parent company is solely responsible for the management of subsidiaries.

In the case of mixed holdings, the parent company not only manages subsidiaries, but also engages in economic and production activities itself.

• With an integrated type of holding, all enterprises are combined into a single production chain to create the final product.
• Conglomerate-type holdings are an association of companies that carry out motley activities.
• Classic holdings are a structure in which the parent company manages subsidiaries that have no influence on the parent structure itself.
• Cross holdings are complex structures where subsidiaries have a certain share of each other's shares, and can also influence the activities of the parent company.

conclusions

If we talk about what a holding is, in simple terms, then this term should be understood as a special structure of a set of companies, which is especially relevant in today's economy, where there are strong ties between various commercial organizations.