A holding company (holding) is a system commercial organizations, which includes a “management company” that owns controlling stakes and/or interests in subsidiaries, and subsidiaries. A management company can perform not only management, but also production functions. A subsidiary is a business company whose actions are determined by another (main) economic company or a partnership either by virtue of a predominant participation in the authorized capital, or in accordance with an agreement concluded between them, or otherwise (clause 1 of Article 105 of the Civil Code; clause 2 of Article 6 of the Law on Joint Stock Companies; clause 2 of Article 6 of the Law on limited liability companies).

Holding companies are emerging all over the world under the influence of integration processes common to all countries. Why do companies unite into a holding company, and not create a concern, conglomerate, or trust?

Holdings are formed for a specific purpose. This is, as a rule, conquering new market sectors and/or reducing costs. Both of these factors increase the value of the company, its capitalization, and to achieve this goal, the effective operation of the entire system, and not just the management company, is necessary.

It should be noted that the value of the holding’s shares also increases only when efficient work the entire system (all its parts - the management company and subsidiaries).

Recently, the corporate world has been overwhelmed by a wave of mergers and acquisitions. Everyone is uniting: car manufacturers, communications specialists, power engineers, computer scientists, financiers.

Let's consider the ways in which commercial organizations can unite into holding companies.

(a) Holding companies can be created, for example, through successive acquisition or acquisition of control over companies that are united by one type of business (mechanical engineering, food industry, agriculture, etc.). This is the so-called "horizontal integration".

The main goal of such holdings is to conquer new market sectors. An example here is the fact that at the beginning of the year, the heads of the leading British tobacco companies British-American Тbacco (BAT) and Rrothmans International, which rank second and fourth in the world in terms of sales, announced plans to create a single concern that would become the largest global manufacturer of tobacco products. The transaction amount is estimated at £13 billion. New company with total sales of 21.32 billion dollars and a capacity of 1 trillion cigarettes per year will control about 17% of the world market.

(b) The second way to form holding companies is to combine enterprises with a single technological cycle (from raw materials to finished products). This is the so-called "vertical integration".

The main goal of such a merger is to reduce overall costs, achieve price stability, and increase the value of the company. An example is the merger of a power plant and a coal mine in the Primorsky Territory at the end of last year. From the Primorskaya State District Power Plant and the Luchegorsky open-pit mine, the LuTEK company was formed, the controlling stake of which went to RAO UES of Russia. The goals of this bold experiment were quite clear - to reduce the cost of electricity (and this serious problem in the Primorsky Territory) and fairly distribute money between power engineers and coal miners. Thanks to this merger, production volume increased by 6%, the cost of coal decreased by 3%, electricity by 17%, and profits increased by 59%.

(c) Holding companies can also be created through the sequential creation of enterprises and their subsequent accession to the group. This is exactly how the “steel king” Andrew Carnegie acted almost 130 years ago. In his autobiography, he writes that only after the enterprise he created had proven its effectiveness did he include it (in one way or another) in his group.

This policy allowed him to avoid large losses due to ineffective work or bankruptcy of the new enterprise. McDonald's also adheres to the tactics of sequential accession. As a contribution she gives trademark, management technology, etc.

(d) In practice, there are examples of mergers not only of individual commercial organizations, but also of holding companies. For example, the merger of a well-known steel concern in Germany and a similar one in the Netherlands was implemented as follows. Their owners: the companies KN Hoogovens NV and Hoesch AG created on a parity basis (50% x 50%) the management company Estel NV to which they transferred 100% of the concerns' shares as their contributions.

(e) Transnational and national companies are united according to similar schemes. When the largest Belgian and Indian beer concerns merged, the following scheme was implemented. Having established the management company SUN-Interbrew (based on Sun-Brewing) on ​​a parity basis, each received 34% of the shares. As a contribution to authorized capital The Belgians transferred shares of the Rossar and Desna factories, the Stella Artois beer trademark, plus $40 million. Indians - shares of factories and distribution network. In addition, 32% of the shares of the new company will be sold by public subscription.

(f) A significant number of holding companies were also formed through the “division” of large companies during their restructuring. This method was typical for many Russian enterprises in the early 90s during the transition to self-sufficiency. The transformation led to the creation large number subsidiaries (former production facilities) with 100% participation of the parent company.

All of the above procedures for the formation of holding companies can be carried out as follows:

By purchasing shares on the secondary market, which is carried out by a broker;

By exchanging shares specially issued for this purpose by each enterprise. That's exactly what I did CEO"Uralmash Plants" Kakha Bendukidze to gain control over the "Izhora Plants" (each group was a holding company). To do this, he carried out an additional issue and exchanged the entire package of the additional issue for the already existing package of Izhora Plants. Due to the difference in the value of the shares, he received control of the plant for a small percentage of his shares.

By creating a special management company, where the founders transfer stakes in enterprises that they want to include in the holding. At the same time, the transferred shares of the enterprises were exchanged for issued shares of this company.

By transferring keys, for of this business, patents, copyrights, know-how (example - company"McDonald's").

Recently, in our country, an aggressive method, popular in the West, of gaining control over companies through bankruptcy procedures has begun to be used. "The bankruptcy market has formed a tough and closed system redistribution of property", writes "Expert". Moreover, you can gain control over a competitor or even buy it by acquiring the debts of this enterprise and carrying out the necessary actions determined by the bankruptcy law. By the way, the bankruptcy procedure is widely used for transformations and division of parts of holding structures, alienation of part any group with subsequent inclusion in its holding. Let us again quote the Expert magazine - “Ninety-five percent of today’s bankruptcies in Russia are carried out for the purpose of redistributing property ... and occur as part of the process when some commercial structure builds its vertical ....” We can recall, for example, Mr. Bykov’s attempt to gain control over the entire energy sector of the Krasnoyarsk Territory and his conflict with Governor A.I.

Judging by the publications of Expert and Kommersant, this is an almost universal way of acquiring enterprises in Russia.

This can be indirectly judged by the activity of our legislators, looking at the monitoring of legislation. For example, the latest instruction of the Central Bank of the Russian Federation regulating the procedure for replacing bank liabilities with their convertible liabilities - the owners of these liabilities can exchange them for shares of the debtor bank and then sell its property. It should be noted that another way of forming holdings (both “from above” and “from below”) is the association of manufacturers and financial structures. For example, the purchase by a bank of blocks of shares in enterprises led to the fact that banks began to own blocks of enterprises from different industries of different sizes.

After some time, banks were forced to create management companies, to which they transferred blocks of shares of enterprises from one type of business, and the “extra” enterprises were forced to “dump”. This is what Menatep Bank, Onexim Bank and others did.

Formation “from below” occurred when industrial enterprises, in order to attract investments and increase attractiveness, together with an investor (often with a group of investors who form a syndicate) created a management company. Shares of shares were determined based on an assessment of the value of enterprises and the shares of investors.

To implement this procedure, an emission prospectus is prepared and placed: private (as in this case) or public. Unlike the case of a separate enterprise, a private placement is almost always used to create a holding structure. Often, mergers, divisions and acquisitions are carried out in already created and successfully operating holdings.

Holding management

In accordance with the law, the management of the holding, like any joint-stock company, is carried out through meetings of shareholders, boards of directors, and the executive directorate. However, for holding structures, the main shareholders are clearly defined and it is they who exercise (through the management apparatus) management of the entire group. There are features of the implementation and division into parts of a group of control procedures. At the highest level of the holding (as at all levels of complex holdings), the scope of management functions can vary significantly depending on the legal capabilities and preferences of the owners of each level.

IN different types associations may use different management components. The minimum amount of management (management components) is carried out in the cartel: marketing and business planning, common to all enterprises included in the association; more high level management in financial and industrial groups, where in addition to marketing and business planning, financial management is also carried out; in the syndicate, in comparison with the previous structure, instead of financial management, there are such components as logistics and a management system common to all enterprises included in the association; in industrial and commercial groups financial management combined with logistics and a unified management structure. The highest level of organization is carried out in the concern, where all management components are present: economics, business plan, marketing, accounting, finance, logistics and structures. Moreover, it must be said that during the course of its existence, a holding company can change the scope of management elements - from a cartel to a concern or vice versa.

Most often, in a complex holding company, the number of management functions increases as you move to the lower level of the group.

Formally, the management procedure is determined by law. For many holdings, the main shareholders of the holding's management company have a majority, both at the meeting of shareholders and in the boards of directors, and can carry out all the management decisions they need.

Recently, in Russia, a method popular in the West of increasing manageability by placing top managers in key positions of the holding has begun to be used. To provide effective management widely used various ways motivation (stimulation) of top managers. Most companies transfer to them a share of shares, the value of which increases with the efficient operation of the enterprise, and the managers themselves are partners. Another method is proposed by Richard Braley (author of the monograph "Corporate Finance") in his article "Options vs. Limousines." This is an agreement on the manager’s right to buy a certain number of company shares at a fixed price within a certain period of time and sell them at the price of current market quotes (option). In addition to incentives, it is also practiced to conclude “rigid” contracts between the board of directors (i.e., key shareholders) and top managers, which makes it possible to control their activities.

Thus, the organizational and legal procedures listed above are actively used in Russia as management techniques at all stages and levels of the functioning of holdings.

“holding” did him a disservice, since this word, at the instigation of marketers, began to be thoughtlessly used in the names of companies that have nothing to do with holding activities. In order to give people the impression of a serious business, ordinary stores, including tiny stalls, and manufacturing enterprises, and even very dubious companies involved in collecting money.

In fact, what a holding is is said in simple words and quite specifically in OKVED (all-Russian classifier of species economic activity). This is the activity of head offices in managing holding companies (code 70.10.2). That is, no production or commercial activities The holding itself is not involved and should not be involved.

The classic formation of a holding structure includes the creation of a parent company with a single type of activity 70.10.2 and the successive establishment by this company of independent industry enterprises, which it will manage.

This is what a holding is and this is its essence.

The fact that the parent company's main activity is the creation of legal entities is of decisive importance, since in this case the costs of establishing and managing subsidiaries are included in the cost price and are deducted from the tax base.

This right is entered into the Accounting Policy Order immediately after registration of the parent company and is valid indefinitely. No other organizations have such an opportunity or such benefits.

In this case, all profits earned by subsidiaries go to the accounts of the parent company and are not subject to taxation. This is another advantage of the holding structure.

The holding structure has much in common with a conglomerate, but, unlike the latter, it is created systematically, and not through the acquisition of third-party companies. Conglomerates buy up enterprises when their market prices fall in order to subsequently sell them at a higher price and receive investment profits, while a holding company is created with the aim of obtaining a synergistic effect from the joint activities of its holding companies.

Essentially, the holding is closest to a horizontal concern.

Modern holding structures turn out to be very effective if they have sufficient funding and are managed by highly qualified people with strategic thinking.

In this case, experienced managers who are capable of organizing business at a modern level are appointed at the head of each subsidiary. Enterprises are provided with high-performance equipment and qualified personnel, and to ensure the sale of products, the best marketers are attracted to serve the entire structure as a whole.

The head office is the leading and directing force, redistributing resources and coordinating the actions of holding companies. This is a horizontal structure that unites enterprises different profiles, not having as their goal the release of a common product.

No less interesting is the Russian mega-holding GS Group, whose interests cover 9 industries, from wood processing to television broadcasting projects. You can get acquainted with this holding at short video, located at the bottom of the page.

Copyright "All-Russian Business Club"

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 a holding is in simple terms. Holding is a collection commercial structures, headed by the main (parent) organization that manages the remaining subsidiaries.

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

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

With a more complex holding structure, a specific hierarchy is often formed between all companies included in the orbit of the parent organization.

Formation of a holding

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

In the same time vertical method integration means that several structures included in the system of a single production cycle will be combined. Such a structural arrangement often helps to reduce existing production costs, and also makes it possible to significantly increase the market capitalization of a commercial organization.

Also, the creation of a holding can occur 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.

Current classification of holdings

Today 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 the subsidiaries.
• Contractual holdings. This type holding structure involves the signing of special agreements between the main company and its subsidiaries, according to which the parent structure will have the right to manage the remaining organizations.
• Pure holdings. In this option, the parent company is solely involved in the management of subsidiaries.

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

• 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 conduct diversified activities.
• Classic holdings are a structure in which the parent company manages subsidiaries that do not have any 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 words, then this term should be understood as a special structure of a collection of companies, which is especially relevant in the conditions modern economy, where there are strong connections between different commercial organizations.

HOLDING COMPANY

HOLDING COMPANY

HOLDING COMPANY is a type of joint stock company or corporation. The essence of this entrepreneurial formation comes down to the ownership by one main (parent) company of part of the securities of the subsidiary companies included in the holding. The entry of campaigns into holdings is not related to contracts or agreements between members of the holding. This is the main difference between holdings and concerns. In the United States, similar forms of entrepreneurial activity are currently common in the banking sector. Large banks through the acquisition of shares and other securities of smaller banks, as well as industrial enterprises gain the opportunity to control the activities of their subsidiaries. According to the legislation of the Russian Federation, a HOLDING COMPANY is any enterprise, regardless of its organizational legal form , whose assets include controlling stakes in other enterprises. Enterprises whose controlling stakes are part of the assets of the HOLDING COMPANY are called “subsidiaries”. The concept of “controlling stake” means any form of participation in the capital of an enterprise, which provides the unconditional right to make or reject certain decisions on general meeting its participants (shareholders, shareholders) and in its management bodies. HOLDING COMPANIES and their subsidiaries in the Russian Federation are created in the form of joint stock companies. A HOLDING COMPANY may be a subsidiary of another company. The HOLDING COMPANY has the right to carry out investment activities, incl. buy and sell any securities. HOLDING COMPANIES are created to promote cooperation between related enterprises and their implementation of an agreed investment policy. The transfer by the HOLDING COMPANY or any of its subsidiaries of the rights to sell to third parties the products (works, services) of the subsidiaries of the HOLDING COMPANY (except for export operations), as well as the regulation by the HOLDING COMPANY in any form of prices for these products ( works, services).

Dictionary of financial terms.

holding company

A company, a parent enterprise that manages or controls the activities of other enterprises or companies for the purpose of managing, directing them and receiving dividends. At the same time, the holding company itself may not own its own production potential and may not engage in production activities.

Terminological dictionary of banking and financial terms. 2011 .

See what a “HOLDING COMPANY” is in other dictionaries:

holding company- (English holding company) an enterprise whose assets include controlling stakes in other enterprises. Enterprises with controlling stakes in... Encyclopedia of Law

holding company- parent company A company in a group of companies that owns shares in other companies (which are usually, but not necessarily, its subsidiaries). Topics finance... ...

Technical Translator's Guide

holding company Legal dictionary - (English holding owning), a joint-stock company that owns a controlling stake in various companies and thus has the ability to control their activities. Can unite enterprises, banks, insurance companies and others... ...

HOLDING COMPANY Illustrated Encyclopedic Dictionary - (English Holding Company; from English Holding owning) a term used in the civil legislation of a number of states. A holding company is usually understood as a company whose sole or main activity is... ...

HOLDING COMPANY Encyclopedia of Russian and international taxation - (HOLDING) (English holding company) – a parent company that owns controlling stakes in other companies for the purpose of controlling or directing their activities to carry out a unified economic policy . Included in H.k. enterprises save...

holding company- (holding) according to the legislation of the Russian Federation, an enterprise, regardless of its organizational and legal form, whose assets include controlling stakes in other enterprises. In this case, a controlling stake is understood as any form of participation in... ... Large legal dictionary

- (from the English holding company “owning company”) the parent company that controls all other (subsidiary) companies in the holding, through a dominant participation in their authorized capital or in another way, having the opportunity to determine them ... ... Wikipedia

holding company- (holding company), a company in a group of companies that owns shares in other companies, which are usually, but not necessarily, its subsidiaries. H.k. can control one or more companies even with more capital than its own... ... Peoples and cultures

holding company- HOLDING COMPANY A joint stock company that exercises control over another company or several companies through participation in their capital (ownership can be unconditional 100% of the “voting” shares or partial 51%). Holding... ... Dictionary-reference book on economics

Bibliographic description:

Nesterov A.K. Holding – what is it [ Electronic resource] // Educational encyclopedia website

A holding is an organizational and management structure in the form of a group of companies with one or more business profiles.

Holding concept

Basic definitions of the concept of “holding” reflect its fundamental essence, which has a financial, legal, organizational and economic nature. According to the first approach,

is a company that uses its assets to establish control over organizations by purchasing controlling stakes.

In fact, the enterprises that are part of such a holding may be formally or de facto independent. However, the boundaries of independence of enterprises in such a holding are quite narrow.

Within the second approach, the organizational and economic aspect prevails, according to which

is an enterprise that controls the activities of other enterprises, companies or firms. Respectively, key factor is to establish control over the economic activities of enterprises within the holding.

Types of holdings

Holdings are formed in two main forms:

1. Pure or simple holding - this structure is a parent company that is exclusively engaged in managing the activities of subsidiaries included in the holding structure. In this type of holding, management can extend not only to general management, but also to intra-organizational processes, for example, personnel management, marketing activities, financial management, sales system, etc.;
2. A mixed or multi-industry holding is a distributed structure in which the parent company, which carries out the functions of managing other enterprises, is also engaged in other types of economic activity, for example, production, sales, supplies, etc. Multi-industry holdings may include enterprises engaged in various types economic activities, for example, production, sales, sales, which are associated with a specific group of goods, services or works.

Thus, a holding as a management structure is characterized by the fact that management in it can be carried out both through participation in the capital of dependent enterprises and through determining their economic activities. A variation of the second type of holdings is also the implementation by the parent enterprise of the functions of a sole executive body for subsidiaries.

The holding as a managerial and economic structure represents complex system individual enterprises with varying degrees of independence and interdependence in the conditions general management. From an organizational point of view, the holding includes a management center and individual enterprises or business units dependent on it.

The formation of a holding can be of an integration or evolutionary nature. Holdings that arise as a result of integration processes are aimed at expanding their presence in new market sectors or reducing costs. Holding companies created in an evolutionary way are distinguished by the multidisciplinary nature of the activities of their enterprises and pursue the goal of diversifying their economic activities or creating a vertically integrated structure from production to sales of goods.

holding company

holding company– this is an organizational structure, it distinguishes the main and subsidiaries, or reflects the property dependence of the holding’s enterprises. Alternative option holding company is the formal equality of the enterprises included in the holding, while implementing the principle of centralized management.

Important! Holding and holding company are homogeneous concepts in organizational and managerial terms.

Characteristics of a holding company:

1. Capital concentration firms from various industries and sectors of the economy or firms located in different regions.
2. Multi-stage– presence of a parent company, subsidiaries and other dependent companies.
3. Centralization of management within the holding company by developing strategic goals by the parent company and coordinating joint actions of group enterprises in the following areas:

• development of a unified strategy and specific development objectives;
• reorganization of companies and determination of the internal structure of the holding;
• implementation of intercompany relations;
• investment financing;
• provision of consulting and technical services.

The managerial and economic essence of the holding is manifested in the principles of its functioning:

1. Enterprises included in the holding company have legal independence, at the same time, being dependent on the parent company in financial aspects, but at the same time weakly dependent on each other;

2. Organizational dependence - determined by the legal nature of the relationship between the holding’s enterprises: if the parent company owns subsidiaries on a legal basis, then exit from the holding of subsidiaries is impossible if the holding is formed on contractual basis, then its participant can leave the holding by purchasing his shares and leaving financial dependence;

3. Technological interdependence of the holding’s enterprises may occur, but is not a determining factor in its organizational existence and economic activity;

4. Geographically, a holding company can be located in different cities, regions, and countries.

Thus, the essence of the holding is determined by its organizational structure, in which a certain dependence between the companies is clearly formed, and the holding structure is managed centrally.

Holding company structure

A key aspect of a holding company as a management and economic structure is the formation of its organizational structure. In this case, the holding can be formed on the basis of one of the following principles:

1. Functional principle - the structure of the holding will be formed on the basis of division of organizational interaction according to the nature of the activities of separate enterprises;
2. Divisional principle - the structure of the holding is formed on the basis of the profile of products or on the basis of the territorial distribution of the holding's enterprises;
3. Matrix principle - the management chain in the holding is formed both horizontally - divisionally, and vertically - functionally, while simultaneous coordination of production, sales and other processes in different divisions is achieved;
4. The principle of network integration - subsidiaries unite around the parent company, which uses the results of the economic activities of subsidiaries, but does not claim their profits and economic independence;
5. The functional-divisional principle is typical for holdings whose enterprises belong to the same production chain, ultimately forming vertically integrated company groups, for example, in the oil and gas, metallurgical, chemical industries;
6. The divisional-functional principle is an association of enterprises distributed within one market or geographically, but belonging to the same technological level, ultimately forming horizontally integrated groups of companies.

The holding company, as a managerial and economic structure, is characterized by the greatest degree of dependence of the enterprises included in the holding, which has a financial basis. The financial basis of the holding is manifested in legal, economic, organizational and economic aspects, determining the organizational and managerial features of the holding.

Literature

1. Golubev M.P. Methodology for creating effective vertically integrated holdings. – M.: Infra-M, 2015. – 528 p.
2. Gribov V.D. Management. – M.: Knorus, 2016. – 280 p.
3. Kardapoltsev K.V. Applied aspects of management. – M.: Yurayt, 2014. – 236 p.
4. Latfullin G.A. Theory and applied aspects of management. – St. Petersburg: Peter, 2016. – 464 p.
5. Sirotkin D.S. Typical holding management models. // Business world. – 2015. – No. 7. – P. 37-48.
6. Strategic development of the organization. / ed. Yu.N. Lapygina. – M.: Knorus, 2016. – 284 p.