home Interpreter The optimal integration of production in the firm is determined. Main forms of enterprise integration

The optimal integration of production in the firm is determined. Main forms of enterprise integration

In the transition period, along with the deregulation of the public sector, the abolition of directive methods of management and the abolition of previously existing hierarchical structures, the role of associative forms of activity and integrated structures of enterprise management based on market principles of economic management is increasing. New forms of integration of economic entities are being approved: a) by entering enterprises into vertical structures (corporate groups), reorganized from industry structures or created anew; b) based on the formation of horizontal formations. Modern forms of integration of organizations are financial and industrial group, corporation, transnational corporation, holding, consortium, conglomerate, joint venture, cartel.

Modern financial-industrial groups (FIGs) are diversified multifunctional structures formed as a result of combining the capitals of enterprises, financial and investment institutions, as well as other organizations in order to maximize profits, improve the efficiency of production and financial operations, and increase competitiveness in domestic and foreign markets. markets, strengthening of technological and cooperative ties, growth of the economic potential of the entire group as a whole and each of its members individually.

The corporation is the most common form of organizing the management of large-scale production. This is an organization or union of organizations created to protect any interests and privileges of the participants and forming an independent legal entity. The fundamentals of corporate law establish the right of a corporation to act as a legal entity, regardless of its owners. The corporation can sign contracts on its own behalf, take loans, issue loans, etc., and individual shareholders do not bear any responsibility for its actions. Such a legally independent existence of the corporation is essential for the company to be able to function normally with a huge number of individual shareholders.

A modern corporation is, as a rule, a parent company with a whole network of subsidiaries, branches, branches, agencies and other business entities that have different legal status and varying degrees of economic and operational independence. Therefore, the forms and methods of managing it are of fundamental importance for the activities of a corporation.

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

By the nature of their activities, holdings are divided into pure and mixed or operational. Pure holdings limit their activities exclusively to control and management functions in relation to subsidiaries, and mixed holdings, in addition to those mentioned, can also perform various functions related to entrepreneurship in industrial, trade, transport and other areas.
Currently, there are at least three types of holding structures: integrated industrial companies, conglomerates, bank holdings.

A consortium is one of the forms of associations created on the basis of an agreement (with or without the formation of a legal entity) between several banks, enterprises, companies, firms, scientific centers, government agencies for the joint conduct of large financial transactions for the placement of loans, shares or the implementation of science and capital-intensive projects, including international ones. Thanks to this, there is a merging of banking and industrial capital. However, the partners included in the consortium fully retain their economic and legal independence, with the exception of that part of the activity that is related to the achievement of the goals of the consortium. Consortiums are created to increase the technical and commercial competitiveness of its members.

A conglomerate is an organizational form of association of enterprises that arises as a result of the merger of various firms, regardless of their horizontal or vertical community.

Conglomerate mergers are divided into several types:
a) functional;

b) market-oriented;

c) purely conglomerate.

Usually, conglomerates are formations focused on development and maximization of profits, regardless of areas of activity.

The main ways of forming conglomerates are mergers and acquisitions of firms of various industrial and commercial orientations. A merger in this case means the union of several firms, as a result of which one of them survives, while the rest lose their independence and cease to exist.

A joint venture is an international firm created by two or more national enterprises with the aim of maximizing the potential of each of the parties to maximize the useful economic effect their activities. It is a type of enterprise with foreign investment and, in accordance with the current Russian legislation, is defined as an enterprise with equity participation of Russian and foreign investors. An important sign of a joint venture should be considered the presence among its founders (participants), along with the national one, of at least one foreign investor.

Joint ventures have become a means of attracting advanced foreign technology and modern management experience. Thanks to them, the export of capital is facilitated, including in its productive form, investment projects are being implemented, the implementation of which is beyond the power of one company. In addition, it is easier to develop markets in new regions with the help of local partners.

Over the past decades, a very common form of association of a number of enterprises in the same industry has been a cartel. With this form, the production and commercial independence of enterprises is not eliminated, but an agreement is concluded between the participants on a number of issues: prices for manufactured products, quotas, differentiation of sales markets, terms of employment work force etc.
Most often, a cartel agreement provides for mutual obligations of the parties on the terms of the sale of products.

Members cartel sell products independently, but within the framework of relevant agreements: on sales at prices not lower than those stipulated by the agreement; on the production and marketing of products according to strictly defined standards - the quotas of each participant in the total volume of production or sales specific type products; on the division of markets. Violation of the agreement in the form of exceeding the quota or invading other areas of sales markets entails the payment of a fine to the cartel fund.

Similar information.

Influenced by the changes that are taking place in the world and Russian economy, as well as increased competition between countries and companies, integration processes are becoming more widespread. The concept of integration began to be widely used in the 1950s and 60s, first to reflect the processes taking place at the level of interethnic formations and blocs (for example, the integration of countries of the capitalist or socialist camp), and later, under the influence of the trend towards general economic integration, it was transferred to the level of organizations .

Integration refers to the unification of the efforts of a number of organizations to achieve a common strategic goal, strengthening their competitiveness and increasing efficiency. In the literature, there are two main types of integration of organizations:

- horizontal, when the efforts of different organizations are combined to achieve some common goals (for example, the creation of associations, common financial bodies, property management bodies, groupings, the formation of financial and industrial groups);
- vertical, when technologically interconnected enterprises are merged by participation in the value chain (to conduct a coordinated policy in the field of prices, marketing, advertising, etc., business zones are divided, each enterprise is assigned permanent functions).

Along with this, in the practice of mergers and consolidations, a third type of integration is often distinguished, which is a combination of the first two and is called diagonal integration.

The integration process leads to the formation of integral entities from independently functioning organizations, each of which perceives other organizations and companies as parts of a single economic organism. At the same time, not only the initiative and the ability to see unfilled niches, but also the ability to connect different economic structures to establish a clear, reliable network of interaction between business entities. By combining the potentials of various enterprises that complement each other, a synergistic effect is created, which leads to an increase in the efficiency of integration education. Here is how the director of the Tochpribor plant, V.I. Afanasiev, says about this: “It is necessary that the entire chain be organizationally and economically unified. Let's say there is a product of the Russian Space Agency: launch, satellite communications, environmental monitoring or monitoring of agricultural and forest lands, etc. - from this result, the entire chain fed, closed the problem of reimbursement of spent working capital, received income, distributed it between the links in proportion to their contribution to the final result - and as a result, everyone works normally and lives normally.

Large integrated structures form the backbone of the economy of the leading countries and the world economy as a whole, providing competitive advantages through the integration of resources.

In a number of countries, horizontal integration is developing in the form of national associations, which do a lot in the interests of product manufacturers. So, they concentrate information, conduct marketing research, communicate with the main large consumers, supply government bodies with qualified information, etc. Thus, in the coal industry of Kuzbass, there has been a trend towards increased vertical integration, in which economic structures nominally retain economic and financial independence, but subordinate their activities to the goals and objectives of a higher organization. At the same time, structures are formed that allow delegating decision-making from above to the lower levels. Examples of such structures are Kuzbassrazrezugol, Kuznetskugol, Yuzhny Kuzbass Corporation, OJSC Coal Company Kuzbassugol.

The creation of vertically integrated associations does not always occur on a voluntary basis. The Tyumen Oil Company (TNK) has acquired a stake in Yaroslavnefteorgsintez (YANOS) and a significant stake in its authorized capital to strengthen their position. As an excuse, its president said that in the near future only balanced, vertically integrated oil companies with a production of at least 25 million tons of oil per year will feel stable and safe on the oil market (YANOS output is 9.5 million tons per year ). The rest are at risk of not surviving in the fierce competition.

The experience of the agro-industrial sector shows that vertical integration, focused on final demand, increasing competitiveness, technological compatibility of all stages of cooperative production and synchronization of the supply of raw materials and finished products to the consumer, allows you to quickly increase volumes and improve product quality. Horizontal integration in agriculture ensures the cooperation of agricultural enterprises and peasant (farm) enterprises. In countries with developed market economies, farmer cooperatives of various types (for marketing and processing products, logistics, production and financial services, etc.) ensure the sustainability of farms and share risks.

Each of the forms of integration has its own goals, which is a decisive factor in the organization of management. So, when creating a holding, the goals are to pursue a single policy for all participants, control over the observance of interests, accelerate diversification, and concentration of resources. The interests of the companies that form the association may be associated with the need for lobbying, the search for new sales markets, research, assistance in logistics, etc. When forming financial and industrial groups, the objectives are to achieve interaction between banks and industry and bridge the gap between sectors and sectors of the economy.

One of the forms of integration between large and small businesses can be the formation of "planetary type" subsystems, in which interactions between companies are determined by the "gravitational field" that arises around the largest partner.

It is his orders, loans, investments and other types of resources that attract small businesses to this field and explain their desire to integrate.

Often, this stage of integration is followed by another one, involving the complete absorption, buying up and even the termination of the independent existence of small companies. A similar trend towards integration has emerged in Russian civil aviation, where, after the collapse of a unified state enterprise Aeroflot has registered about 300 airlines. Now their number is decreasing due to the absorption of small carriers by larger ones, which thus increase their fleet and capture new transportation markets.

As a result, many small and medium-sized carriers lost their independence or ceased to exist. It is expected that the further process of consolidation of airlines will take place within the framework of existing or emerging alliances. In the end, Russia will have four or five powerful unions that will control the bulk of air travel.

They will have big names, which will strengthen the positions of the members of these alliances. And since the markets are already divided, there will be powerful competition between these unions.

1. Financial and industrial group

2. Corporation

3. Transnational corporation

4. Holding

5. Consortium

6. Conglomerate

7. Joint venture

8. Cartel

9. Syndicate

Changes in the organization and methods of functioning of enterprises as business entities are due to the processes of privatization of property and shifts in the management system, as a result of which economic management was separated from administrative management, and control over the implementation of basic functions was transferred from state bodies to the management of enterprises.

New forms of integration of economic entities are being approved:

a) by entering enterprises into vertical structures (corporate groups), reorganized from industry structures or created anew;

b) based on the formation of horizontal formations.

Both in the first and in the second cases, the necessary coordination and organizational and financial interaction are ensured, efficient systems technological development, sustainable market strategy, resource support of corporate financial institutions.

Below we consider the main forms of integration of enterprises that are being developed in modern conditions.

1. FINANCIAL AND INDUSTRIAL GROUP

Modern financial-industrial groups (FIGs) are diversified multifunctional structures formed as a result of combining the capitals of enterprises, financial and investment institutions, as well as other organizations in order to maximize profits, improve the efficiency of production and financial operations, and increase competitiveness in domestic and foreign markets. markets, technological and cooperative ties, the growth of the economic potential of the entire group as a whole and each of its members individually.

The development of FIGs in the current conditions is becoming a promising way to form modern large-scale production.

A characteristic feature of the current stage in the development of FIGs is their diversified focus, which allows them to respond flexibly and promptly to unexpected changes in an increasingly complex market environment.

The choice of the nature of FIG activities, the degree of its universalization is predetermined by economic feasibility, on the one hand, and the degree of development of market relations in the country, on the other.

FPG is created in several ways:

1. Voluntary pooling of the capitals of individual participants and the establishment of a joint stock company, which is a newly created organizational structure, with all economic and legal powers and the corresponding legal and economic responsibility.

2. Voluntary transfer of blocks of shares by the participants of the FIG being created to the management of one of the group participants, as a rule, a bank or a financial and credit institution.

3. Acquisition by one of the participants of the group of blocks of shares in other enterprises, companies, organizations that
as a result, they become members of FIGs.

4. The acquisition is not always voluntary and may be organically linked to the processes of mergers and acquisitions of some companies by others.

FIG international type is a structure consisting of a parent company and offices, branches, subsidiaries in other countries. The higher the degree of internationalization of FIG capital, the greater the number of foreign branches it has in the structure of its organization, ceteris paribus. It is characteristic that not only production units FIGs, but also directly the financial links of the groups, which contributes to the acceleration of financial transactions by the troupe as a whole, allows you to use local market conditions with maximum effect (changes in currency ratios in different countries, inflation rates, tax incentives, etc.).

FIGs have a number of advantages over other market entities in economic and financial terms:

There is a strengthening of the technological chain from the extraction of raw materials to the production end products increasing the integration of production;

Diversification of activities gives greater stability and competitiveness in the market environment;

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

There are prospects for the accumulation of significant capital to achieve the set production and financial goals;

There are real opportunities to maneuver financial resources both within the FIG itself and outside it, expanding the scope of activities and spheres of influence;

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

Increasing the group's financial strength financial stability and ability with maximum efficiency use the advanced capital.

The organizational structure of FIGs is characterized by decentralization of management, while at the same time increasing the efficiency of organizational structures of individual units included in the group, a clear distribution of powers and responsibilities, and reliable mechanisms for adopting agreed management decisions. Due to the inclusion of research and development departments in the structure of financial and industrial groups, and, consequently, their approach to the direct consumer, the time for introducing scientific and technical developments into production is reduced. Having a unified marketing service eliminates gaps in the supply chain, resulting in faster capital turnover.

Among the areas of activity that contribute to the revival of the investment process, the following are called upon to play an important role:

Formation within the framework of FIGs of investment companies created on the principle of direct financing, i.e. under equity securities;

Creation of venture funds at the expense of all financial-industrial group participants, the task of which is to finance the most risky investment projects;

Widespread use of the mechanism for creating joint, dependent and subsidiaries for the purpose of organic compound financial resources not all, but only interested and directly related to the specific activity of members of the FIG.

FIGs are natural partners of the federal executive power in the development and implementation of the strategic line. They also increase the macroeconomic controllability of production, and bring stability to international economic cooperation.

2. CORPORATION

In the practice of countries with developed market economies, a corporation is the most common form of organizing the management of large-scale production. This is an organization or union of organizations created to protect any interests and privileges of the participants and forming an independent legal entity. The fundamentals of corporate law establish the right of a corporation to act as a legal entity, regardless of its owners. The corporation can sign contracts on its own behalf, take loans, issue loans, etc., and individual shareholders do not bear any responsibility for its actions. The legally independent existence of a corporation is necessary for the company to function normally in the presence of a huge number of individual shareholders.

Shareholders do not directly manage the company. Instead, they delegate this power to the president (CEO), but they influence his decisions in various ways, primarily through their voting rights.

Stock corporate property are usually also voting shares. Shareholders elect a board of directors that oversees operations executive body.

One of the most important features of most corporations
is the fact that their shares can be freely bought and sold on the market.

Corporations contribute to solving two fundamental problems market economy:

1. Raising capital for large investments.

2. Diversification and distribution of risk.

In modern conditions, the defining trend in the management of corporations is the use of both traditional, linear-functional and other structures, as well as modern forms that provide for the transition from centralized management to decentralized management systems. The main features of this process are: the organization of departments in companies by types of products; the introduction of group top managers to coordinate production and economic activity several branches or companies; subordination of functional bodies to the top corporate management.

The decentralization of the corporate management structure is based on the separation of the general corporate level from the production and economic level. Responsibility for the results of production and economic activities, for the competitiveness of products is assigned to the department management apparatus. Opportunities are being created for senior management to engage in long-term forecasts, expanding external contacts, and organizing the activities of the board of directors.

Within the corporation, rights and responsibilities are shared between different bodies governing marketing, technical development, supply, production and distribution.

Strengthening the primary production and economic links, establishing the limits of decentralization in corporations are largely due to the need to reduce production costs and overhead costs. Strengthening the influence of top management is facilitated by stricter financial control and close linkage of the organizational structure of management with the process of corporate planning of production and business activities.

merger- this is any association of economic entities, as a result of which a single economic unit is formed from two (or more) pre-existing structures. Involves combining the assets of two entities through management control new organization, which is jointly owned by the shareholders of the organizations participating in this process.

Absorption or acquisition takes place where one organization obtains control over another by acquiring a controlling stake with voting rights. Acquisition can be defined as the taking of one organization by another under full control, management of it with the receipt of absolute or partial ownership. Absorption is often carried out by buying up all the shares of the organization on the stock exchange, that is, its direct property acquisition.

Creation of a joint venture- a form of participation of the country in the international division of labor by creating an enterprise with jointly contributed property by participants from different countries for joint management, joint distribution of profits and joint sharing of risks. The purposes of establishing a joint venture may be:

1) more complete saturation of the market of the country where the joint venture is located with goods and services that are the subject of its activities;

2) attracting advanced technologies, managerial experience, additional material and financial resources to the country;

3) expansion of the export base;

4) reduction of imports due to the release of import-substituting products;

5) expansion of the sales market;

6) optimization of taxation.

Creation of a strategic alliance or contracting- a long-term agreement between two or more independent organizations from around the world on cooperation in the field of product sales, research and development, product manufacturing, technological development. The goals of this type of integration:

1) risk reduction;

2) saving all types of resources on the expansion of the scale of production;

3) exchange of advanced technologies;

4) elimination and reduction of competition;

5) overcoming state trade and investment barriers when entering promising foreign markets.

Each of the organization's integration strategies has characteristics. So, vertical integration is accompanied by the expansion by the purchasing organization of its activities either to the previous production stages, up to the suppliers of raw materials, or to the subsequent ones - to the final consumer. For example, the merger of mining, metallurgical and engineering enterprises.

Strategies for vertical integration "back" (or "up") used to stabilize or protect a strategically important source of supply. Sometimes this integration is necessary because the suppliers do not have the resources or know-how to produce the parts or materials the organization needs. Another goal could be access to new technology that is critical to the success of the core business. Many manufacturers computer technology integrated with semiconductor manufacturers to master this technology.

Yes, industry industrial production Concrete in Australia is highly competitive as barriers to entry are low and product demand is cyclical. Market participants are engaged in price wars and have low incomes. The extraction of sand and gravel for the production of concrete, on the contrary, is extremely profitable business. The number of quarries is limited, and high transportation costs act as severe barriers to new entrants entering the market. Mining companies raise prices and make super profits. Realizing this, concrete manufacturers have integrated "backward" into the quarry business mainly due to takeovers. Now three major participants The Australian market controls about 75% of the industrial production of concrete and quarries.

Forward (or Downward) Integration Strategies are used to provide control over the output channels. For a consumer goods company, this could be franchise control, exclusive contracts, or a chain of stores like Yves Rocher or Bata. In industrial markets, the main purpose of using this strategy is to control the development of further links in the industrial chain, which are provided by the organization. That is why some basic sectors of the economy are actively involved in the development of organizations that further transform their products. Sometimes forward integration is done to learn more about the users of the organization's products. In this case, a branch is created, the task of which is to understand the problems of customers in order to better meet their needs.

An example of forward integration is the activity of the automotive industry, which creates its own distribution and dealer networks. Companies with a powerful dealer network usually own them completely. For market newcomers, this means that they must invest more money and time in the development of new large dealer networks. The choice of this strategy by American auto giants such as General Motors at one time allowed to protect the market from the expansion of Japanese manufacturers.

Horizontal Integration observed when one organization takes control of another belonging to the same sector of the economy and located at a similar level of production. Among the advantages of horizontal integration are the reduction of costs and tax payments. The elements of a horizontal integration strategy, as a rule, are:

adding regional markets or quickly entering new ones;

increasing market share by acquiring a competitor;

strengthening the existing position in the market;

acquisition of technology, partners, etc.

There are four main types of strategies for horizontal integration of enterprises (Fig. 13.2).

Rice. 13.2. Types of Horizontal Integration Strategies

Horizontal Y-type integration- this is an association of organizations in the same industry that produce the same type of product or carry out production at a similar stage. The goal is to strengthen the position of the organization by acquiring or controlling competitors. Justifications for the application: to neutralize a competitor that prevents reaching a critical mass to obtain economies of scale; get a win on the complementarity of the range of goods, gain access to the sales network or individual hard-to-reach segments of customers.

special kind horizontal integration - generic fusion of X- or K-types - an association of organizations that produce related goods. For example, an organization that manufactures cameras teams up with an organization that manufactures photographic film or photographic chemicals. At the same time, X-integration is the union of complementary, similar in terms of sales organizations or activities, and K-integration is the accession of an organization without changing the main activity.

There are many examples of successful horizontal integration in the world. Thus, the well-known Austrian company Fischer, which at one time specialized exclusively in the production of professional alpine and cross-country skis, bought out the shares of its Japanese partner in 2002 and began to manufacture also running boots and ski poles. In 2011, Fischer introduced the new Vacuum fit technology, which for the first time in history made it possible to fully adapt a ski boot to the anatomical features of the wearer's foot.

The German company Völkl, a manufacturer of professional alpine skis, does not try to produce what it is not a specialist in. In 1994, the company entered into a cartel agreement with Tecnica and Marker for joint worldwide distribution. Today, as part of the alliance, the players offer a certain integrated platform, according to which Marker produces special bindings for Völkl skis, and Tecnica boots fully fit them. Such cooperation increases the efficiency of each of the three listed enterprises.

The acquisition by the Austrian holding company Raiffeisen International Bank-Holding AG of 93.5% of the shares of Aval Bank in Ukraine is also a typical example horizontal integration.

H-type conglomerate merger- this is an association of organizations of various industries without the presence of a production community, that is, the merger of an organization in one industry with an organization in another industry, which is neither a supplier, nor a consumer, nor a competitor. Within the framework of a conglomerate, the merging organizations do not have technological or target unity with the main field of activity of the integrating organization. Profiling production in such associations takes on a vague outline or disappears altogether.

There are three types of conglomerate merger:

1) merger with product line expansion- a combination of non-competing products that have similar distribution channels and / or production process;

2) merger with market expansion– acquiring additional distribution channels, such as supermarkets, in areas not previously served;

3) pure conglomerate merger- does not imply any commonality of products and technology of its production.

There is a possibility of integration of a combined type, especially when merging large transnational corporations. A prime example is the acquisition in 2005 by the American corporation Procter & Gamble for $ 57 billion of Gilette, a manufacturer of the razors of the same name, Duracell batteries, Oral-B toothpaste and household electrical appliances under the Braun trademark. As a result, a largest company consumer sector in the world with an annual income of more than 60 billion dollars, which allowed her to overtake the Anglo-Dutch company Unilever and take first place in the global consumer goods industry.

By uniting in an integration structure, its participants get the opportunity to coexist more flexibly within its framework, simultaneously solving common tasks and problems. In modern conditions, the appearance of such formations revives the market situation, gives a real effect in the form of a return on invested funds and realizes main goal– obtaining additional profit by increasing the efficiency of activities.

At the same time, integration will be successful only if the organization being bought has a unique patented technology or a well-known brand that is difficult for competitors to copy. It makes no sense to buy a new business if the acquiring company cannot generate windfall profits for at least a few years. In addition, new markets will develop successfully only if the new product has clear advantages over existing or similar products that may appear in the near future.

Vertical integration should be dictated solely by vital necessity. This strategy is too expensive, long-term, complex, risky, it is quite difficult to "return" it. Sometimes vertical integration is necessary, but quite often organizations choose to over-integrate. There are two reasons for this: firstly, integration decisions are often made on dubious grounds, and secondly, managers forget that there are many other strategies that can become more acceptable in terms of costs and economic benefits. Such unsound decisions give other, more far-sighted strategists the opportunity to learn from the mistakes of others.

The typology of the main forms of integration associations used in world practice is shown in fig. 13.3.

Rice. 13.3. The main forms of integration associations

Association is a contractual voluntary association of legal entities and individuals, created for the purpose of constant coordination of activities and the achievement of a common economic, scientific, cultural or any other non-commercial purpose. trade association- a structure for the exchange of information between companies in a particular industry and lobbying common interests in government and legislature. If, by decision of the members of the association, business activities are entrusted, such an association must be transformed into economical society.

An association favorably differs from a concern and a corporation by a small degree of centralization, from a consortium by the breadth of the fields of activity of the organizations that are part of it.

Management in the association can be carried out both by a specially created body and by the main legal entity in agreement with its members. At the same time, the established governing body of the association becomes an informing and coordinating center. It ensures coordinated activities in certain types and areas of work. Association members retain legal independence and may combine their activities in it with participation in other associations and business associations.

Within the framework of associations, their members coordinate the implementation of certain common tasks or jointly perform some of the non-core functions. The limited ties between the members of the association makes it impossible to have mutual property liability for the financial debts of the members and the association as a whole. In addition, the association has no right to interfere in the production and commercial activities of one of its members.

Most characteristic features coordinating activities and functions of the association, which do not contradict the antimonopoly legislation, may be the following:

providing participants with legal advice, assistance in exporting, lending, training and retraining of personnel;

information search and provision of association members with materials on modern technical developments, industrial standards and statistics;

providing association members with market information;

search for new markets for finished products, as well as areas of logistics;

coordination of joint research and development;

support of the interests of the members of the association in state institutions.

Due to the fact that the association is created as a contractual association and is not a business entity, it cannot carry out entrepreneurial activity and earn direct income. In addition, the functions and powers of the association exclude the possibility of restricting competition among the founders and other market participants. The features of such a form of association as an association include:

a soft form of integration of organizations in terms of mandatory subordination and centralization;

it is possible to centralize individual functions, mainly of an informational nature;

the association is not liable for the obligations of its members;

members of the association bear subsidiary liability for its obligations in the amount and in the manner prescribed by the constituent documents;

members of the association retain economic independence and the rights of a legal entity;

members of the association can use its services free of charge.

These features of the association, as well as its functions of coordinating the activities of participants, providing services to other enterprises and organizations - industrial, commercial, informational - contribute to the unification of efforts to establish economic ties, production cooperation. Such activities encourage the creation and development of closer interaction between enterprises and organizations of the association, to deep and perfect integration. As a consequence, this leads to the necessity and expediency of a joint economic concentration of efforts to achieve a common commercial goal. Therefore, associative activity can be considered as a prerequisite for the transition to the creation of complex types of business associations.

Corporation- a contractual association of enterprises and organizations created on the basis of combining industrial, scientific and commercial interests, with the delegation of certain powers of centralized regulation of the activities of each of its participants. That is, in a corporation, centralization of functions is possible, which is determined by their list in the contract. The purpose of creating a corporation is to consolidate the production and economic activities of the organization, to coordinate efforts in solving complex technical, financial, socio-economic problems, to protect common interests, to cooperate in the production of products, etc.

The corporation is distinguished by the degree of centralization of individual functions. The delegation of individual powers for their centralized execution in a corporation is opposed to complete centralization. Thus, the performance of one function by a corporation provides for non-participation and non-interference in other areas of production and commercial activities its members.

Enterprises and organizations that are part of the corporation retain the rights of a legal entity, complete financial independence and production and economic independence. They have the right to return delegated powers in the manner stipulated by the constituent documents, voluntarily withdraw from the corporation, and have other rights enshrined in law or the constituent agreement.

The corporation enjoys economic rights and the rights of a legal entity, has an independent balance sheet, accounts in banking and credit institutions, a seal, etc. It has its own property received from the participants, bears independent property liability for its obligations. Enterprises are not liable for the obligations of corporations, and the corporation is not liable for the obligations of its participants, unless otherwise provided by the constituent documents.

Corporation funds are formed from entrance and membership fees of its participants, trust funds and funds pooled by corporation members to finance joint activities. The profit received is used to create corporation funds: a reserve fund, a fund for the development of production, social development and others - for further use and achievement of the general goals of the company.

The activity of the corporation is based on the principles of voluntary entry and unhindered exit from it, the equality of its members, self-financing, publicity and completeness of information. The goals and directions of activity, as well as the powers of the corporation as a whole and its center are established by the memorandum of association. At the same time, two kinds of functions are defined: production and commercial activities and management of the affairs of the corporation within the limits of the powers granted. The corporation has full production and economic independence and can carry out any types of economic and commercial activities that are not prohibited by law.

Consortia- these are temporary voluntary statutory associations of industrial and banking capital to achieve a common goal, having the form of a legal entity. The consortium is created on the basis of a temporary agreement between the participants on the pooling of resources and efforts in order to finance large targeted programs and specific projects of an innovative, scientific, technical and investment nature. After completing these tasks, the consortium is liquidated or transferred to another type of association. Thus, consortiums do not provide for a high degree of centralization and concentration of management. Consortiums, like associations, are more characterized by coordinating than subsidiary relations of participants. Consortium features:

the organization of the consortium is formalized by agreement; the organizational and legal form of the consortium in the form of a legal entity may be a joint-stock company or other types of business companies;

the purpose of creating consortiums is to unite efforts for the implementation of a specific project, as a rule, in the field of core activity; implementation of scientific projects, including international ones; joint implementation of large financial transactions for the placement of loans, shares;

organizations can simultaneously be members of several consortiums;

the organizations of the consortium fully retain their economic and legal independence, with the exception of that part of the activity that is related to the achievement of the goals of the consortium;

as a rule, consortium members do not form any complex organizational structures; management is carried out by a small apparatus (for example, the board of directors of a consortium).

Consortiums are created for high-quality execution of urgent and expensive orders and projects that require the consolidation of efforts and capabilities of scientific, technical, production, service and financial companies capable of jointly solving a specific problem. Most often, consortiums are created for the joint development of useful natural resources. For example, a consortium of oil companies consisting of British Petroleum, Shell, Amco, Chevron, Turkish Petroleum, together with the state oil company Azerbaijan and Russian AT Lukoil are developing oil fields Azeri and Chirag on the shelf of the Caspian Sea.

Consortiums can be created by banks, manufacturing companies, research centers, government agencies to improve the technical and commercial competitiveness of participants. They may be closed and open. In a closed consortium, the customer company negotiates a contract separately with each participant. When creating an open consortium, all its participants are subordinate to the leader and bear joint and several liability for the obligations of the consortium within the limits of their equity participation.

The consortium leader coordinates joint activities participants and receives royalties from members for this. The customer concludes a contract only with the leader who is personally responsible for the implementation of the project. The leader represents the interests of the consortium before the customer and third parties, but acts within the limits of the powers granted. Responsibility for obligations is borne by the members of the consortium in the amount of their parts in the total volume of supplies and services. Within the framework of the consortium, various liability options are possible, for example, joint and several, shared. Each member of the consortium provides financing for its part of the work and assumes the commercial and technical risks associated with the fulfillment of its part of the obligations.

A distinctive feature of this form of integration of companies is their internationalization. Modern consortiums are characterized by multinational representation. A classic example is the Western European consortium Airbus Industry, which controls about 30% of the civil jet market. These are the leading aircraft manufacturing companies in England, Germany, Spain and France. If at the first stage of the consortium's functioning, financing came from loans from the governments of the participating countries, then, starting from the A-321 model, the development of new aircraft is fully financed from its own funds and commercial loans. Recently, a new type of consortia has appeared, where individual states act as participants, for example, INTELSAT - the International Consortium of Satellite Communications.

In world practice, the following types of consortiums are most often encountered:

bank- a group of banks temporarily organized by the largest bank - the leader of the consortium for the joint implementation of credit, guarantee and other banking operations in order to expand the scope of activities or enter new markets;

financial- a temporary union of several banks in order to carry out large financial transactions, for example, placing large loans;

guaranteed– an agreement between several companies various kinds activities that distribute among themselves the risk taken and ensure its gradual compensation; guarantor - a banking group headed by a leading bank guarantees a loan;

subscription– guarantees the implementation of the loan, the placement of securities;

export- a foreign trade association created with the aim of facilitating the export operations of its member organizations.

Concerns represent the most widespread and developed form of company integration in the world. This is a form of sectoral, and more often intersectoral, independent organizations connected by capital participation systems, financial ties, agreements of common interest, patent-license agreements, and close industrial cooperation. A concern is a statutory association of industrial enterprises, scientific organizations, transport, banks, trade, etc. on the basis of complete financial dependence on one or a group of enterprises.

Concerns are characterized by the centralization of a significant part of production and economic functions and the implementation of a single policy by all its participants. The consequence of this is that it is endowed with a wide range of powers to implement production activities, the creation of centralized financial funds, new business entities in the interests of the members of the concern.

The peculiarity of the concern is the centralized organizational structure with rigid ties of participants who coordinately carry out the main activity. By the founding documents, a concern may prohibit its members from participating in the work of other concerns, with the exception of associations. A rigid system of relations leads to the agreement between the members of the concern of additional property liability for the obligations of the association as a whole. High degree centralization makes it necessary to create a separate administrative apparatus. In addition, the concern may centralize any management functions, if it is provided for by the articles of association.

The concern is a single production and economic complex, the participants of which are closely interconnected by a technological and cooperative community. They transfer much more powers to the concern than associations and corporations, they centralize the implementation of the main areas of activity (with the exception of investment, scientific, foreign economic, etc.). The members of the concern give it the right to relations with government authorities, logistics, sales of finished products, etc.

The main features of the concerns are:

a fairly rigid form of integration of companies (with the exception of trusts);

in most cases, this is an association of a production nature;

within the framework of the concern, financial and economic management, scientific and technical policy, pricing, use of production capacities are centralized, personnel policy;

the parent company of the concern is most often organized in the form of a holding company or on the basis of the interaction of dominant and dependent companies;

in the concern, enterprises nominally remain independent legal entities as joint-stock or other business companies, but in fact they are subordinate to a single economic manager.

Depending on the nature of integration ties between companies, the following types of concerns are distinguished:

vertical- a concern that unites enterprises of different industries related by the sequence of the technological process for the production of the finished product (for example, mining, metallurgical, machine-building);

horizontal- unites enterprises of the same industry that produce the same type of products or perform the same production operations.

The group's activities may cover one sub-sector or sector of the economy; or it may include enterprises from one or more industries. Only a few large concerns cover the entire industry (for example, in Germany, the Siemens concern completely controls the electrical industry). The most common industries on the basis of which concerns are created are engineering, ferrous and non-ferrous metallurgy, and the chemical industry.

From the point of view of the system of participation in capital, there are two types of concerns:

concern of subordination– is created in the form of parent and subsidiaries to combine production in accordance with the technological chain;

concern coordination- consists of sister companies when the companies included in it carry out a mutual exchange of shares. So, all members of the concern influence the policy they implement and at the same time remain under the same leadership. This type of concern is created with the aim of integrating such activities as the implementation of a unified financial or scientific policy, the coordinated development of an organization, personnel policy, etc.

Trust is an integration association in which organizations are combined into a single production complex and lose their legal, industrial and commercial independence, and their activities are managed from a single center. The profit of the trust is distributed in accordance with the equity participation of each participant. This form of integration was widespread in the Soviet Union.

The features of the activities of trusts include:

the ability to combine any areas of economic activity;

production homogeneity of activity, specialization in one or more homogeneous types of products or services;

within the limits of the trust, enterprises lose their legal, economic, production and commercial independence;

all enterprises united in a trust are subordinate to one parent company, which manages the production and distribution of products;

it is the most rigid form of integration of organizations.

The form of trusts is the most suitable for the organization of combined production, that is, the unification in one company of enterprises from different branches of industry, constituting either successive stages in the processing of raw materials, or playing an auxiliary role for each other. In the case of inter-industry associations, trusts may be combines.

Cartel- contractual association of enterprises of the same industry for the implementation of various areas of joint commercial activity. A cartel agreement may provide for price agreements, market features, production and sales volumes, assortment and nomenclature, patent exchange, staff recruitment conditions, etc.

An agreement to form a cartel may not always be in writing. In practice, in most cases, cartel agreements exist secretly, in the form of secret clauses of a certain agreement or verbally "gentleman's agreements". Firms that have entered into cartel agreements retain their legal independence. Cartels have certain specific characteristics:

the contractual nature of the association;

the purpose of the agreement is an agreement between a group of producers to eliminate competition between them and obtain monopoly profits;

joint activity in the sale of products is associated to a certain extent with its production;

there is a system of sanctions against violators of the agreement.

In most countries (for example, the United States), antitrust laws prohibit cartel agreements, except for certain industries, such as agriculture. As a rule, legislation prohibits cartels associated with price fixing, limiting production, market division, that is, concerted actions to limit competition. However, the ban can be lifted in certain types of cartels:

when the market share is insignificant and does not exceed 5% of the product's production;

the existence of a cartel is permitted subject to the development of a new market;

cartels are allowed to exist that benefit the country's economy, for example, contribute to scientific and technological progress.

In the most developed countries of Western Europe, cartels are divided into "desirable" and "harmful". In world practice, the following types are also distinguished:

money cartel– establishment of unified prices along with equal terms of delivery and payment;

price cartel- setting the selling price of the goods;

manufacturing cartel- setting the volume of production (quotas);

crisis cartel- is used when demand and sales of products are reduced to limit competition;

purchasing cartel- a monopoly agreement between cartel enterprises on the purchase of raw materials, materials, goods of a certain type, grade, etc. in order to reduce purchase prices;

quota cartel- allocation of a quota for the sale of products to a certain participant in accordance with the capacity of the enterprise;

territorial cartel- providing each participant with a certain sales territory, excluding mutual competition;

patent cartel- determination of the direction of joint use (non-use) of a technical invention.

The effectiveness of the cartel is determined by the participation in this form of integration of enterprises and companies founded by the manufacturer of products, and their agreement with the policy of the cartel as a whole.

Syndicate provides for the unification of homogeneous industrial enterprises selling their products through a joint sales office. At the same time, this office is organized in the form of a trading company ( joint-stock company, society with limited liability etc.), which then enters into an agreement with the participants of the syndicate on the same conditions for the sale of its products. The features of this form of integration are as follows:

restriction of members of the syndicate in independent commercial activities while maintaining other functions;

centralization of sales of finished products allows you to limit internal competition between syndicate members;

the ability to organize, on the basis of the existing sales structure, the purchase of raw materials and supplies for syndicate members;

according to an agreement with partners, the marketing body may sell not all, but only part of the products of the syndicate participants.

In modern conditions, the syndicate, as a form of industry profile restrictions, is exhausting its significance, being replaced by more complex and flexible forms. The syndicate form is more common in mass-produced industries.

Organizational forms of company integration

The search for effective organizational forms of merging companies has been going on for at least the last century. In world practice, various types of integration of firms have developed, which differ depending on the goals of cooperation, the nature of economic relations between their participants, and the degree of independence of the enterprises included in the association. These are strategic alliances, consortiums, cartels, syndicates, pools, associations, conglomerates, trusts, concerns, industrial holdings, financial and industrial groups, etc.

The desire to find a balance between the advantages of centralization and decentralization of management and responsibility when combining companies leads to the choice of such organizational forms of integration, which occupy, as it were, an intermediate place between a fully centralized corporate structure and cooperation in a purely market environment.

Organizational forms of company associations, which differ significantly in the degree of integration of their participants, develop historically from concerns and family groups at the beginning of the century to strategic alliances at the end of the twentieth century. It is noteworthy that the newly emerging organizational forms do not supplant the previous types of company integration, but complement them. There is an expansion of the variety of forms. The nature of the relationship between companies is becoming more complex and very subtle, taking into account, in addition to everything, the possibility of cooperation between integrated structures.

In this article, we consider it important to try to evaluate world practice organization and functioning of various forms of company integration, consider their features, compare and analyze their advantages and disadvantages, consider what factors influence the choice of one or another form of company integration.

Of course, the boundaries between all these forms are quite vague. Different specialists (both theorists and practitioners) sometimes interpret them ambiguously. For example, there are two completely opposite opinions about the relationship between strategic alliances and consortiums. One opinion is that a consortium is not a strategic alliance, but more often the point of view prevails that it is consortiums that stand out among the types of strategic alliances.

In our study, without striving to draw a hard, once and for all settled line, we will try to identify the most characteristic features of the forms of company integration from the point of view of theory and practice. We hope that our analysis will be useful to the reader and will allow him to form his own opinion about the diversity of integration forms existing in the world.

In addition, it should be noted that despite the absence in the civil law of most countries, both foreign and the Russian Federation, of the above names of organizational forms of integration of companies to designate a specific legal entity, all these forms of association actually take place. In each individual case, the integration of companies, which falls under the definitions and characteristics formulated below, is registered as a legal entity in the organizational and legal form that is provided for by the civil legislation of this country (in Russia, as a rule, in the form business partnerships and societies, associations and unions).

All organizational forms of company integration can be conditionally divided into “hard” and “soft” ones. The hard ones include a concern, a trust, and the soft ones, first of all, an association, a consortium, a strategic alliance. “Soft” forms are especially popular for international associations, they allow to conduct joint activities while maintaining the legal and economic independence of the founders. Within the framework of strategic alliances, consortiums, it becomes possible to mobilize the benefits of a powerful corporate structure while maintaining the national isolation of its members. After all, sometimes the state authorities and public opinion of countries, for a number of reasons, primarily political, are unfavorable towards such forms of integration of companies that lead to the loss of their independence and independence.

One of the most common and developed organizational forms of company integration is the concern.

Concern- this is a form of association (as a rule, diversified) of independent enterprises connected through a system of participation in capital, financial ties, agreements on the community of interests, personal unions, patent license agreements, close industrial cooperation.

Let us formulate the main concern features :

this is a rather rigid form of company integration, the most rigid of all considered in this article, with the exception of the trust;

a concern is usually a production association;

the companies included in the concern nominally remain independent legal entities in the form of joint-stock or other business companies or partnerships, but in fact they are subordinate to a single economic manager;

within the framework of the concern, financial and economic management, scientific and technical policy, pricing, use of production capacities, personnel policy are centralized;

the parent company of the concern, as a rule, is organized in the form of a holding company (mainly as a mixed holding) or on the basis of interaction between the dominant and dependent (associated) companies;

the activity of the concern is mainly focused on production, therefore, as the parent (head) is most often the production

a company that holds controlling stakes in subsidiaries;

within the framework of this form, the activities of the companies forming it are fully controlled.

Depending on the nature of integration ties between companies, the following types of concerns are distinguished:

Vertical concern - a concern that unites companies from different industries connected by the sequence of the technological process for the production of the finished product (for example, mining, metallurgical and machine-building).

Horizontal concern - a concern that unites companies in the same industry that produce the same product or carry out the same stages of production.

The activities of the group may cover one sub-sector or sector of the economy. It may include enterprises of one or more industries. Only a few of the largest concerns cover the entire industry (for example, in Germany, the Siemens concern - the electrical industry). Concerns operate in those sectors of the economy where large-scale and mass production using high technology. Most often it is ferrous and non-ferrous metallurgy and the steel industry, mechanical engineering and automotive industry, chemical and electrical industries.

From the point of view of the system of participation in capital, two types of concerns can be distinguished:

concern of subordination - a concern organized in the form of a parent company and subsidiaries;

concern coordination - a concern consisting of sister companies, i.e. created in such a way that the individual companies included in it make a mutual exchange of shares. Thus, all members of the concern have a mutual influence on the policy pursued by the concern, which at the same time remains under a single leadership.

A subordination concern is created, as a rule, to combine production along the technological chain, and a coordination concern is created in order to integrate such activities as pursuing a unified financial or scientific and technical policy, coordinated production development of companies, personnel policy, etc. The concern of coordination, including sometimes loosely connected technological enterprises, in its essence becomes close to such a form of integration of companies as a conglomerate.

Concerns with foreign subsidiaries are international concerns. Moreover, the investments of international concerns can be both transnational and transcontinental.

Large concerns unite from 10 to 100 or more companies, including manufacturing, research, financial, marketing and other firms.

For example, General Motors unites 126 factories in the USA, 13 in Canada, production and sales divisions in 36 countries of the world. The concern's products are sold through its own distribution networks and dealer networks, comprising more than 15 thousand firms.

Conglomerate

Conglomerate- an organizational form of integration of companies, uniting under a single financial control a whole network of heterogeneous enterprises, which arises as a result of the merger of various firms, regardless of their horizontal and vertical integration, without any industrial commonality.

To features of conglomerates can be attributed:

integration within this organizational form enterprises of various industries without the presence of a production community. The merged companies have neither technological nor target unity with the main field of activity of the integrating company. Profiling production in conglomerate-type associations takes on a vague outline or disappears altogether;

the companies being merged, as a rule, retain legal and production and economic independence, but become completely financially dependent on the parent company;

conglomerates are characterized by significant decentralization of management. Their branches enjoy significantly more freedom and autonomy in all aspects of their activities compared to similar structural divisions traditional diversified concerns;

the main levers for managing conglomerates are financial and economic methods, indirect regulation of the activities of divisions by the holding company at the head of the conglomerate;