ARTEM EVSEEV
financial director of the consulting firm “Property Expertise”,
(Orel, Russia)

The crisis situation is characterized not only by the insolvency of the enterprise, but also by the infringement of interests
its owners and creditors
When determining the effectiveness of investments in equity, it is necessary to take into account the possibility of alternative use of invested resources
The choice of restructuring concepts should be made taking into account their riskiness and financial feasibility

In a market economy, crisis situations inevitably arise both for the system as a whole and for individual economic entities. Often, in response, the system itself develops adequate mechanisms, which are first tested in practice, and then justified theoretically.

One of these mechanisms is corporate restructuring. According to the generally accepted theory, it includes any changes in production, capital structure or ownership that are not part of the company's daily business cycle.

Restructuring activities can be divided into two types. Strategic restructuring aims to increase the value equity for shareholders, preservation of corporate property and other tasks related to maintaining the company as an operating one. Company restructuring located in crisis situation, is focused on solutions aimed at reorganizing insolvent or bankrupt firms in order to return them to the state of functioning enterprises. Based on the situation that has developed in Russia, the goals, principles and techniques of restructuring companies in crisis are of the greatest interest.

Classification of crisis situations

Western economists distinguish three stages in the development of a crisis situation.

Early stage characterized by individual cases of inefficiency in production and marketing, which are expressed in an increase in inventories with a stable or declining growth in sales, accelerating the turnover of accounts payable, problems with supplies and quality of products.

intermediate stage characterized by shortages of materials (as a result of saving money by reducing the level of inventory), more frequent problems related to product quality, suspension of sales by suppliers on credit and demands for payment in cash, late payment of wages.

In the later stages of the crisis the company as a whole is in a state of chaos. Production schedules are not met, product returns are common due to poor quality, production is constrained by a chronic lack of materials, and the collection period for receivables is extended. In addition, providers require cash payment, and lenders - changes in the terms of the loan. Finally, the company has a serious shortage of own working capital.

Based on these criteria, it can be concluded that most Russian enterprises is in the late stages of a crisis. This makes it necessary to improve the methods adopted in the domestic theory and practice of anti-crisis management.

We propose to expand the concept of a crisis situation and distinguish between the concepts of crisis and insolvency (bankruptcy). The concept described below assumes an earlier identification of a crisis situation in order to adequately respond to negative trends in conditions when the enterprise is still completely under the control of the owners and managed by managers involved by them, and therefore has greater freedom of maneuver and a wider choice of anti-crisis procedures compared to the circle measures taken in the process of legislative anti-crisis regulation.

The crisis situation can be characterized as insufficiently effective management of assets and accounts payable of the enterprise, which causes an outflow Money from the owners and ultimately leads to incomplete satisfaction of creditors' claims. We propose the following classification of the stages of a crisis situation:

1) a crisis for the owners of the enterprise;

2) crisis for creditors;

3) legislative regulation in the interests of creditors.

n Stage “ crisis for owners”is expressed in the deterioration of the financial and economic condition of the enterprise, which so far does not affect settlements with creditors. As its criterion, we have chosen the infringement of the interests of the owners, i.e. real loss of resources invested in equity.

Despite the apparent abstractness of the proposed criterion, we have come to the conclusion that it can be theoretically substantiated and quantitatively measured. For shareholders, the enterprise represents an investment object of free financial resources, which allows increasing the value of invested funds. As a basis for comparing the effectiveness of investments, alternative investments with a similar level of risk can be used. Thus, in order to determine the presence of direct damage to shareholders (owners), it is necessary to compare the current reasonable market value of the company's equity capital with the current value of the initial investments in the authorized capital, provided that they are alternatively used as investments with a similar level of risk.

If the current value of alternative investments exceeds the current market value of equity, we can talk about real losses for owners and the beginning of the first stage of the crisis.

Therefore, to identify the stage of the crisis under consideration, it is necessary to correlate two components of the income of shareholders with the initial alternative investments - the value of their shares and the amount of dividend income.

Based on the foregoing, as a criterion for the presence of the first stage of a crisis situation - a crisis for the owners of the enterprise - we propose to use the following inequality:

where ORS sc– reasonable market value of own capital;

TS d- the current value of dividend payments to owners;

TS pv- the current value of initial investments in the authorized capital of the enterprise, taking into account the possibility of alternative use of invested resources at similar levels of risk and liquidity.

n Stage “crisis for creditors” characterized by untimely or partial satisfaction of creditors' claims. However, the enterprise is still an independently operating economic entity, managed by the owner through hired management. The formulated signs of crisis identification for creditors are difficult to express in the form of any quantitative criteria. The Federal Law “On Insolvency (Bankruptcy)” recognizes the existence of damage to the interests of creditors in case of delay in payments for a period of more than 3 months. Thus, the very existence of delinquent obligations can mean damage to creditors.

However, this situation in Russian conditions occurs quite often and does not lead to serious consequences for the debtor if the amount of overdue obligations is less than 500 minimum wages established by law. But even in the case when this condition is absent, the enterprise can avoid the activation of anti-crisis regulation mechanisms by mobilizing internal reserves for the immediate repayment of overdue obligations.

In order to identify the crisis for creditors, in our opinion, it is possible to use a system of criteria that reflects the presence of overdue obligations of the enterprise in the amount of at least 500 minimum wages with a lack of own working capital for the debtor to immediately pay off obligations.

n At the stage “legislative regulation” the scope of managerial influences on the part of the owners of the enterprise is legally limited in order to protect the interests of creditors.

Its beginning is determined by the adoption by the arbitration court of an application for declaring the debtor bankrupt. From that moment on, information that could represent trade secret becomes available to participants in bankruptcy proceedings. The enterprise at this stage is not a completely independent economic entity, since its activities are controlled by the arbitration court, the meeting of creditors, and the arbitration manager.

Goals of the restructuring
and criteria for their achievement

The main goal of restructuring is to bring the company out of the crisis. At the same time, it is necessary to achieve such subordinate goals as increasing the efficiency of production, changing the nature of asset management, and using the possibilities of debt financing.

As the most important indicator of the effectiveness of the company's activities is the growth of the cost of equity capital, so the restructuring is traditionally carried out in this direction. The choice of the value of the company as a criterion for restructuring is not accidental. Ultimately, the owners of the enterprise are of little interest in the type and technology of production, product parameters, and sales markets. The criterion for the effectiveness of their investments in a particular company is the constant growth in the value of deposits, which determines both an increase in the level of personal well-being of the owners and the stable development of the enterprise.

The value of the company is determined by valuing the business (going concern). Of the three traditional approaches To such an assessment, in our opinion, only the discounted cash flow method fully reflects the internal economic value of the company. This is due both to the high degree of correlation of cash flow with the company's market value indicator, and the economic meaning of the cash flow indicator, which takes into account all decisions regarding the operating, investment and financial activities of the enterprise.

The value of the enterprise, calculated using the discounted cash flow method, is the sum of the cash flows reduced to the current value for the period of stabilization of the enterprise (billing period) and the discounted value of the cash flow outside the billing period. The cash flow is determined on the basis of the net profit indicator, taking into account changes in the debt obligations of the enterprise, the need for own working capital and capital investments, as well as depreciation deductions remaining at the disposal of the enterprise as financial resources for the intended purpose. The model of the discounted cash flow method can be represented as a formula:

where n– calculation step;

m– calculation horizon;

r- discount rate;

CF n– cash flow in the period n;

V stop– residual value outside the billing period.

The value of the business obtained using the discounted cash flow method often turns out to be negative, which actually means an outflow of cash from shareholders. This is due to such consequences of the crisis situation as a chronic shortage of own working capital, the need for payments on significant debt obligations, the need for capital investments, overestimated or underestimated depreciation charges as a result of numerous unregulated revaluations of fixed assets.

Restructuring concept

The traditional task of restructuring is to maximize the value of the business. The development of its concept involves the following methodology. The first step is to value the company “as is” using the discounted cash flow method. Then various options for restructuring the operating, investment and financial activities of the enterprise are developed.

As part of operating (production) factors, it is necessary to analyze decisions on the range of products, pricing, cost effectiveness, sales markets, advertising activities and distribution system, after-sales service system for products.

To investment factors that determine the movement of value include the management of investments in fixed assets and working capital, optimization of the level of own capital turnover. In this regard, the levels of inventories, the collection of receivables, the management of accounts payable, the expansion of capacities, the planning of capital investments, the sale of assets are analyzed.

To the number financial factors include the cost of equity capital, its ratio with the amount of debt, capital structure. It analyzes the management of business risk factors, ways to maintain an optimal capital structure, dividend policy. Reducing business risk reduces the rate of return (discount) that an investor would like to receive, and thus increases the value of the business.

The developed measures are checked using a discounted cash flow model, and the increase in the value of the company acts as a criterion for selecting options. A strategy that leads to an increase in business value provides the basis for considering subsequent restructuring options.

Restructuring strategies should be considered from simple to complex - from options involving minimal capital investment and external financing, to investment projects for a complete re-equipment of production. However, it must be borne in mind that many enterprises are in a situation where the main goal should be to satisfy the requirements of creditors. Its achievement is by no means always combined with the solution of the traditional task of restructuring - maximizing the value of the company, since this strategy, as a rule, is associated with a high level of risk due to significant capital investments and the need for additional external funding.

Strategy options
enterprise restructuring
in a crisis situation

In a period of severe crisis, the selection of a restructuring concept, in our opinion, may be limited to options with a minimum level of risk when the value of the business reaches zero or close to zero. The main condition should be the full satisfaction of creditors' claims in accordance with the most favorable debt repayment schedule for the enterprise, which is taken into account in the discounted cash flow model. This concept is not attractive to the owners of the enterprise, however, in our opinion, it has the right to life as one of the options for external management.

As an alternative, we offer a restructuring strategy that guarantees satisfaction as the interests of creditors, and minimum requirements of the owners of the enterprise. Such a concept should reflect a restructuring strategy that satisfies the requirements of creditors according to the approved debt repayment schedule and achieves a business value close to the initial contributions of the founders, adjusted to the present value at the rate of return of alternative investments with similar levels of risk and liquidity. In order to ensure a way out of the crisis for the owners according to criterion (1), the restructuring strategy must satisfy the following inequality:

where CF– forecasted cash flows within the calculation horizon;

i- interest rate (discount) - in this case, we propose to use a single rate for the processes of discounting and determining the current value of past payments and investments in authorized capital;

g- expected growth rates of cash flow beyond the calculation horizon;

D k– dividend payments in the period k;

PV j- initial investments in the authorized capital with alternative use of resources in the period j.

AT this case the risk in achieving the set goals is higher than in the implementation of the concept of zero cost, however, it is assumed that the shareholders will return the invested funds, taking into account their investment with a minimum level of risk.

Formula (3) has great analytical potential when choosing various restructuring strategies. So, for example, the negative difference between the actual value of the indicator (when assessing the value of the enterprise "as is") and the unit can be used to calculate the additional value of the business, which should be created in the process of restructuring in order to best meet the interests of the owners of the enterprise.

Of particular interest is finding the value of the interest rate (discount) i, at which the exponent (3) is equal to one. At the same time, there is an equality of the current value of investments in the equity of the enterprise, taking into account their possible alternative use and the current value of past and future benefits from participation in the equity of the enterprise. The rate of interest thus obtained (let's call it the actual rate of return) should reflect the real value of the investment in equity. It seems that comparison of the actual rate of return with the estimated rate of interest (discount) can be used to identify and analyze the following situations:

The actual rate of return exceeds the estimated rate of interest (discount). In this case, such an excess characterizes the additional return on investments in equity compared to the estimated levels of risk and liquidity, which reflect the calculated interest rate;

The actual rate of return is below the calculated interest rate (discount). This situation indicates that the actual income does not correspond to the expected one and the riskiness of investments is not supported by the corresponding level of their profitability.

The proposed restructuring concepts can be analyzed in conjunction with a strategy that reflects the desire to maximize the value of the business. Zero cost strategies, protecting the interests of owners and maximizing the value of the business should be considered by the meeting of creditors as alternative concepts for overcoming the crisis, while the risk and financial feasibility of restructuring options act as criteria for selecting strategies.

Construction is the most investment-dependent branch of the national economy, which was one of the first to feel the impact of the global financial crisis. The construction contracting market is in turmoil and anxiety - investment is decreasing, construction programs are being pushed back to a later date, funding for ongoing projects is being suspended or significantly reduced, demand for construction services has stalled. All this suggests that, as Expert magazine rightly noted, Russian construction industry in a crisis, one has to not only survive, but also radically change the model of existence. The prospect of such corrections is not transparent, but according to the most pessimistic forecasts, one should count on 2-3 years of sectoral recession, and in some areas of development even up to 5 years.

Under these conditions, the main strategic task of almost all construction companies it becomes not an increase in profitability from the implementation of projects, but the preservation of one's own competencies and their carriers for work in the future. At the same time, a large-scale reduction in non-productive costs and the suspension of investment programs are for the most part the norm of such a strategy. Another survival factor is the revision of current projects within the framework of pessimistic scenarios and squeezing administrative and economic expenses within the limits of pessimistic budgets.

Undoubtedly, large construction holdings with significant fixed assets at construction sites, development projects and a significant amount of borrowed funds to finance current operations have become the most affected by the impact of crisis deformations in the economy. In a crisis, the greatest survival is ensured by such construction holdings, in which the management attaches great importance to the presence of a structured and verified restructuring strategy, not only in case of a crisis, but also in any significant changes on the market. Within the framework of this article, an attempt will be made to highlight some aspects of the strategy for restructuring construction holdings in order to increase their viability in a crisis.

Restructuring strategy, its essence and place in the pyramid of strategies

Today, most effective company leaders adhere to the well-known point of view, first expressed by Peter Drucker, that structure is secondary and strategy is primary: first you need to form a company development strategy, and only then carry out structural changes. There is also a different point of view, expressed by Tom Peters, that the structure of the company determines its strategy and prevents its radical changes, which is characteristic of most industrial companies. As you can see, this issue is very relevant for construction holdings. Within the framework of this article, an attempt will be made to combine management tasks and justify the importance of forming a restructuring strategy in construction holdings at the stage of creating and carrying out structural transformations within the framework of this strategy.

Before turning to the strategy, I would like to establish clear differences between restructuring and reorganization, since in business there is a strong desire to present them almost as synonyms, which is not always adequately reflected in the perception of the essence of ongoing activities. Reorganization is generally and most often perceived as restructuring, transformation, improvement organizational relations in existing structures. But the main distinguishing feature of the reorganization is the change in the system of relations between the elements of the structure, while the restructuring also involves changing the elements of the structures themselves in accordance with the adopted development strategy.

Returning to the strategy, it should immediately be noted that the restructuring strategy is, of course, part of the overall strategy of any company or holding, which is defined as a set of plans, activities and management methods that combine various aspects of production and marketing activities aimed at achieving long-term market goals.

The essence of the restructuring strategy is the need to form a detailed plan for building and changing the structure of the holding in accordance with changing requirements external environment management and the expectations of the owners in order to operate effectively in the long term. At the same time, an important aspect of the restructuring strategy is the formation of action plans to respond to unforeseen and disproportionate market changes, which include crises of various nature.

To understand the place of the restructuring strategy in the overall strategy of the construction holding, let's turn to the well-known pyramid of strategies (see Figure 1). Why exactly the restructuring strategy should take its place after the financial strategy, we will try to justify below.

Rice. 1. Place of the restructuring strategy in the pyramid of strategies

The restructuring of a construction holding company during the crisis is its natural reaction to the changes taking place in the market. Evaluation of market changes is a function of marketing and therefore it is the marketing system that is the basis for the formation of a restructuring strategy. But the presence of market prospects does not guarantee the provision of activities. For any large company, and even more so for a construction holding, it is always important to have not only an effective market for free cash, but also the presence of a systemic, optimistically oriented investment climate. Both are impossible in a crisis, which means that financial strategy is the second most important component in the pyramid of strategies for construction companies. And depending on the configuration marketing strategy and strategies for attracting finance, one can also speak of a strategy for restructuring a particular construction holding within the framework of current market requirements and post-crisis prospects.

Of course, the restructuring strategy is developed in any company in one format or another and the degree of elaboration. Even if there is no clearly formalized strategy, it is always present in the information field of top management, owners and other influential stakeholders. But it is for construction holdings that the restructuring strategy is the cornerstone in the overall development strategy of the holding.

Types, essence and specifics of construction holdings

As you know, a holding is a combination of the parent (parent) company and its subsidiaries (subsidiaries) under ownership relations. Holdings are not legal entities, but their activities are most often perceived by the markets in the context of unlimited time, so it always makes sense to talk about holdings as permanent business entities.

Paradoxically, one of the first and most important conditions for the effective implementation of a restructuring strategy is an understanding of the holding company's place in the market within a certain classification according to a number of characteristic features. Any strategic change in structures makes sense if the starting point is clear and accurately perceived. And this is precisely the clear positioning of any corporate entity in the construction services market.

Only recently have Russian construction holdings begun to take on a definite systemic form, and their management is becoming more and more predictable, transparent and justified. Russian construction holdings have such a different history of their creation and emergence that it is hardly possible to systematize all sources, although some typical reasons can be given, for example:

• Establishment of construction companies by business owners building materials or enterprises for the production of building products and structures;
• Purchase of homogeneous construction enterprises by the main contract holders to expand the volume of construction production;
• Diversification of business related to the provision of construction or one of the elements of the investment and construction process;
• Creation of construction enterprises interconnected and managed from a single center by financial and investment groups for the implementation of development projects.

That is why today there are practically no construction holdings in their pure form, and it is difficult to provide this economically. The most enduring are:

1. Financial and construction corporations;
2. Investment and construction corporations;
3. Industrial construction holdings;
4. EPC/EPCM holdings.

In all these options for the formation of holdings, there is a certain key competence that allows the holding to exist on the market and determines the degree and place of participation of each construction company of the holding in making a profit. For example, some industrial construction holdings arose around house-building factories, which at first created special construction divisions themselves to perform work on their own, and not for resale. finished products outside investors. Also, industrial and construction holdings with a horizontal building block appear around metalwork factories, around prefabricated and block construction enterprises, and precisely because integration with installation services brings tangible results. Industrial construction holdings, in the proposed context, are considered as a complex of a management (engineering) company and a number of construction and industrial enterprises, united by the condition of objective economic and production feasibility of generating property relations between them.

Engineering or design and construction holdings are formed around design organizations, often with some monopoly competence, which expand their business to project management and construction of objects of their own design. And if such an object is a key one, then these holdings are able to take on the functions of the general EPCM contractor, which turns them into full-scale EPC / M-holdings. As for financial and construction holdings or investment and construction holdings, the key competence here is the ability to attract credit or own resources for the implementation and implementation of investment and construction projects.

It is possible to build a classification of construction holdings and, accordingly, subsequent options for the restructuring strategy, and based on the attitude of the owners towards them. From this position, construction holdings can be divided according to the interests of the owners:

1. An entrepreneurial holding is an independent association whose owners are primarily focused on finding and participating in highly profitable and fast-growing business areas, one of which is periodic participation in investment and construction projects. Such holdings are an offshoot of the parent management company and can be changed depending on the market situation;
2. The holding of specialists is an independent association of companies whose owners are bound by their professional preferences and competencies and have no obvious reasons for leaving the construction business even during periods of crisis or simply a decline in investment activity. For conservation and survival, holdings include industrial components or side businesses, but the building block is always the key;
3. A service holding is an association of construction companies owned by large financial and industrial groups and intended solely to serve the interests of the parent group in terms of providing construction and installation services and services for managing the implementation of investment and construction projects.

As can be seen from this simple classification, a real restructuring strategy should be developed for the first two types of construction holding. Service holdings follow in the footsteps of the investment strategy of parent companies and their restructuring strategy is generally a continuation of the company's overall development strategy in times of crisis. In any case, for construction holdings, the strategy of restructuring the investment portfolio is more important, depending on the preferences of the owners in the method of surviving in crisis conditions.

From the point of view of the form of intra-corporate integration, construction holdings, like any others, can have the following schemes:

1. Vertical holdings - represent a flow chain of technologically related industries. Moreover, if there is an excess of commodity production in the structure, then these flows are additional revenue of the holding, provided that the main construction production is 100% ensured;

2. Horizontal holdings - represent a set of unrelated industries, diversified by product or geographically. For construction holdings, it is important to understand the fundamental difference between horizontal holdings:

2.1 The parent company of the holding is the main counterparty of the Customers, or horizontal cooperation of divisions for the production of exclusive products or services with one exit. At the same time, the relationship between subsidiaries is considered only as part of the provision of services to the side.

2.2 The parent company is the center of profit and investment, and the subsidiaries are the counterparties of the Customers. This is a horizontal cooperation with several exits, associated with the possession of a competitive market advantage by the parent company.

3. Combined holdings - various variations of the above schemes, which are most reflected in construction holdings. If we globally analyze the current corporate formations in construction, we can state the practical absence of pure vertical or horizontal holdings. The combined option is not only a more sustainable and economically viable form, but also much more adaptive to optimization and restructuring in general.

Of course, not all holdings that include industrial or construction companies can only be attributed to industrial and construction companies, just as the presence in such holdings of enterprises of a different industry does not exclude them from the list of holdings of a different kind. The industry preferences of the owners and the professional affiliation of a critical mass of top managers of the holding always remain decisive, but the most important feature of any construction holding, which generally determines its specifics, is its participation in the implementation of investment projects in construction.

It can be said even more definitely that the structure of any construction holding directly depends on the number of investment projects being implemented in its building block, if there are other non-core divisions. The higher the degree of workload of the holding with construction programs, the more complex structures arise in the process of building a mechanism effective management and all the more multifaceted should be the proposed restructuring strategy.

Subjects, criteria, types and levels of restructuring of construction holdings

The subject of restructuring is, first of all, a person interested in holding such an event and having the authority to do so. The list of subjects of restructuring of construction holdings includes, first of all, owners who make decisions through corporate management bodies, management, labor collective and representatives of the external environment: creditors, government bodies and others.

The decision on restructuring is made by the management bodies of the enterprise. Legislation and internal documents determine the boundaries of the competence of each of the bodies. The most cardinal decisions on the restructuring of the company's assets are made supreme body management of the enterprise in accordance with the interests of the owners. The current work is carried out by the executive bodies. It should be borne in mind that the composition of owners is heterogeneous in terms of interests, both in time and in levels of profitability. For example, the majority shareholder of a large construction holding may well be the main Customer of construction projects and has the right to establish its own requirements for the implementation of the restructuring strategy.

The state, as an economic management body, implementing its economic policy ( governmental support, creating more favorable conditions actively reforming enterprises, etc.), provides a general balance of goals in the country's economy, including the solution of socially significant tasks. In this regard, the participation of state representatives in the management of large holdings can significantly determine the directions and objects of restructuring.

Labor collective. It should be borne in mind that this group of persons may have interests that do not coincide with the goals of the restructuring. The need to take into account these interests is due to the fact that the state recognizes the social, and in some cases the political significance of these interests. This is also supported by the creation of special legal mechanisms to guarantee and protect the interests of workers.

The management team is a group of people whose position is ambiguous, it can change depending on specific circumstances. But in her hands the powers to manage current activities are concentrated, which in a number of cases allows her to block restructuring in case of passivity or disagreements between the owners.

The creditors of the enterprise act as a passive subject of restructuring, but it is they who encourage the management of construction holdings to restructure assets and financial investments, for example, debt restructuring, changes in the cost structure and the balance sheet as a whole.

The list of main criteria for the restructuring of construction holdings follows from its market location. In particular, the main features of the classification of areas of restructuring are:

1. Sectors of activity - construction, industrial production and support units. During the restructuring, the construction and non-core subsystems of the holding, as well as auxiliary subsystems, separated into separate segments, can be regrouped depending on the upcoming tasks. For example, it is quite possible that some general construction company will specialize in servicing its own production, which means it will move from the construction segment to the service segment;

2. Types of facilities - civil or industrial facilities, other construction facilities;

3. Restructuring by types of products is carried out depending on promising direction activities of a construction holding. By type of product, there can be development objects of all directions, and / or goods of the industrial segment of the holding, services of the project block;

4. According to the types of clients, the restructuring criterion may be public or private customers, legal entities or individuals.

5. An important criterion may be a sign of the territorial or geographical distribution of business activity - in the market of construction customers or in the market of consumers of industrial goods, in the regional market or interregional, Russian or international.

The purpose of the restructuring of a steadily functioning construction holding is, among other things, to increase the efficiency of the enterprise in the face of the prospect of decreasing profitability, tougher competition, developing uncontrollability of the enterprise due to its expansion (“syndrome big business"). Crisis enterprises face the problem of the survival of the enterprise as such. The solution is a systemic restructuring that affects all areas of the enterprise and includes the following types:

1. Process restructuring;
2. Capital restructuring;
3. Restructuring of the authorized capital;
4. Restructuring of assets;
5. Cost restructuring;
6. Restructuring of company debts;
7. Restructuring of holding elements;
8. Restructuring of organizational and management systems.

Let us analyze these directions from the point of view of whether they lead to a systemic change in the parameters of the functioning of a construction holding.

Process restructuring is a purposeful activity to analyze the processes in the holding structure, identify bottlenecks and form effective chains of operations within the processes. Restructuring is carried out by element-by-element decomposition of processes into the simplest operations, which are subjected to thorough diagnostics for efficiency, by forming criteria for the effectiveness of processes and operations and their optimization.

Capital restructuring involves a change in the ratio of debt to equity and borrowed capital, which is especially relevant when choosing new sources of financing. At the same time, it should be taken into account that any changes in the structure of attracted funds are reflected simultaneously in the profitability and the degree of risk.

Restructuring of the authorized capital involves a change in the structure of the owners of the enterprise (participants, shareholders). A positive result is possible in case of attracting additional investments by increasing the authorized capital of the enterprise. At the same time, the company receives additional financial resources, working capital without increasing its long-term and short-term liabilities, which significantly improves its financial and economic condition.

Asset restructuring considered as a change in the structure of assets in the balance sheet of the holding company, with special attention paid to the structure of investments in subsidiaries and dependent companies. The restructuring strategy is the basis for making investment and divestment decisions. The second level of asset restructuring is the change in balance sheet structures as a result of the regrouping of resources between the holding's enterprises.

Cost Restructuring is the most sore point of most corporate reforms. Due to the upcoming changes in market conditions, it is necessary not only to revise the social obligations of the holding as a whole, tariff scales but also to redistribute the load associated with investments in scientific and technical potential and technological renewal of production. A good help in restructuring costs is the leasing policy, the policy of attracting small businesses to outsource services.

Company debt restructuring is one of the important directions in the restructuring of enterprises, since any structural changes in the enterprise cause the solution of the problems of debts of this enterprise. In the context of the analysis of activities, the restructuring of the holding's debt includes not only the classic perception of debt restructuring as a change in the terms of repayment and conditions for granting loans, credits, but also any forms of redistribution (including through transfer pricing) of debt among participants in industrial and / and construction groups with the goal of maximizing the achievement of management objectives. For example, in order to provide collateral in the form of industrial assets for obtaining a loan, it makes sense to reduce the debt of an industrial group. In order to ensure victory in the tender, it makes sense to make the balance sheet of a particular participant in the construction segment more liquid.

Restructuring elements of any holding in accordance with the existing legislative terminology is defined as the reorganization of companies. At the same time, within the framework of the restructuring strategy of the construction holding, we are talking about both the reorganization of companies and separate subdivisions already included in its composition, and on the formation of new divisions that meet the current and strategic guidelines of the corporation's management. It can only be recalled that the restructuring of elements can be carried out in the form of transformation (changes in the OPF and the transformation of separate divisions into legal entities), divisions, spin-offs, mergers and acquisitions of holding companies. At the same time, the transformation of a company can be attributed to its restructuring only if, in the process of changing the legal form, the internal organizational structure, management system, production, sales, etc. are restructured (without involving the assets of other organizations). It is also possible to redistribute existing resources, release from assets that do not generate income, sell them, or rent them out.

Under restructuring of organizational and management systems usually involve a revision of the organizational structure of management. The choice of the correct organizational structure of the holding, adequate to specific conditions, is made in accordance with the chosen restructuring option: by industry, by type of objects, by type of product, by type of client. The choice of a new organizational structure makes it possible to bring the management system in line with the level of productivity planned in crisis conditions. The set of organizational structures used is another specific feature of construction holdings. Of course, in the industrial and construction sector, linear-functional structures are most acceptable, while in the engineering direction, matrix structures with a pronounced design orientation prevail. Of course, in real conditions it is impossible to give an example ideal structures, even in the current conditions, they are subject to change and nothing excludes the temporary use of program-targeted structures in some unit productions, and in engineering departments, headquarters structures are quite appropriate, especially for preparing tender proposals, which are so in demand in a crisis.

Considering the specifics of the two-level restructuring of a construction holding company (restructuring at the level of the holding company and directly in subsidiaries), it should be noted that one should not limit oneself only to these two levels. They are considered as priorities, while restructuring is possible at the level of any structural segment, as well as at the level of separate divisions of specific companies. It is much more important to see the consistent dependence of various types of restructuring and carry it out in a certain sequential manner, for example: from the restructuring of investments to the restructuring of core assets, then to the restructuring of the business model, and only then to the restructuring of the organizational structure of the holding.

Investment restructuring

The crisis, first of all, destroys investment plans. Leaders begin to feverishly revise investment projects and, sometimes throwing the baby out with the water, they cover all directions with one gesture. Just in case. At the same time, measures to rank investments into priority and deferred ones also bring certain results, but rather destroy the overall strategic investment plan, since the completion of unimportant and non-core investment programs and the suspension of important ones lead to the opposite result from savings in the future. To build an effective investment management system for a construction holding, it is much more useful to structure investments according to their economic purpose and create a mechanism for their restructuring (that is, changing the composition and volume of the required investment groups) depending on external market conditions.

The classification of construction holdings proposed above in terms of the attitude of owners to their activities allows us to look at the investment strategy from a different angle and propose a mechanism for effective restructuring in a crisis. First of all, when developing an investment restructuring program, senior management needs to make a clearly perceived and understandable decision on the choice of the type of corporate business activity. At the same time, the definition of the type of business activity is not a dogma, but only fixes the general set of professional competencies and industry preferences of management and profitable expectations of owners. As already mentioned, by type of business activity, a holding can be:

1. Holding of specialists - a holding created on the basis of professional preferences of managers and a fixed industry affiliation and built on the basis of intra-holding macrostructural vertical chains and horizontal service businesses. Such holdings are typical for owners who are specialists or influential holders in the industry. For any holding of specialists, investment activity has two main prospects: the direction of investments in maintaining, updating and developing the core competitive competence of the holding. Another direction of investment is not related to general business activity, as a kind of financial investment of temporarily free cash (see Fig. 2).

The main directions of investment activity in the holding of specialists
Investment in general competence	Investments in other assets
1. Are a priority for the holding	1. Only if there are free DS
	2. Most often short-term, highly liquid
3. Investments in technology, personnel, BPR	3. Investment in real estate and services
4. Invest in a professional image	4. Investments in venture capital projects of the new economy
5. Evaluation of investments according to the prospective profitability of future projects or the capitalization of the holding as a whole	5. Evaluation only for quick return on sales or for profitability above the holding's WACC level
6. Implemented within the center of profit accumulation (investment) of the holding - usually the parent company	6. Implemented within the financial operator of the holding, usually a bank or a subsidiary investment company, the parameter is ROI

Rice. 2. Typical investment preferences in the holding of specialists.

2. Entrepreneurial holding - a holding created on the basis of preferences for profitability and market relevance of businesses, their attractiveness for secondary reinvestment and positioned outside of any particular industry. The holding of entrepreneurs is built on vertically planar macrostructures and rare vertical microstructures, in the absence of which such a holding turns into an ordinary conglomerate. The owners of such corporate entities are either numerous and unprofessional in choosing investment prospects, or single and influential. In the latter case, the choice of the direction of investment remains with the majority owner and least of all depends on the personal competencies of management, as in the first. A holding of entrepreneurs is characterized by a slightly different diversification of investments and, accordingly, the organization of investment activities in general. There are two principal areas of investment that have practically nothing to do with a holding of specialists (see Fig. 3).

The main directions of investment activity in the holding of entrepreneurs
Providing Investments	Generating investments
1. Investments in low-risk businesses that generate stable DC inflows and average returns	1. Investments in venture, medium-risk projects with high returns and stable temporary liquidity
2. Most often long-term, capital-intensive	2. Most often short-term and medium-term
3. Designed to ensure the current and operational activities of the holding	3. Designed to generate marginal inflows of DS from dividends and sales
4. Often seen as an investment in a brand	4. Often pass through affiliated firms regardless of the brand of the company
5. Evaluation of investments in terms of the inflow of free DS	5. Evaluation only according to the planned profitability in accordance with the approved set of holding indicators
6. Implemented within the framework of profit centers and the design organization of the holding through management companies	6. Implemented as part of a specialized developer or investment company

Rice. 3. Typical investment preferences in the holding of entrepreneurs

Of course, there is neither a holding of entrepreneurs nor a holding of specialists in its pure form, and any construction holding is rather a mixed holding - a holding that, in a certain proportion, combines the parameters of both holdings. Of course, most holdings are of this nature, but at the same time, one of the subspecies of holdings always dominates and dictates the basic principles of corporate development. The specific structure of investment activity focuses on an active group of top managers and owners and, accordingly, on their vision of the development of investment activity in the holding.

The restructuring of the investment portfolio in this context is carried out not only in the direction of determining priority areas, investment volumes, but also in the formation of appropriate structures that are most suitable organizationally for controlling specific investment flows. To create specific investment units, it is necessary to weigh not only the amount of free cash that can be used for investment purposes, and their structure and content in the foreseeable investment perspective, but also the possibility of credit addition of financial resources to complete the necessary programs in the event of a pessimistic crisis scenario for inflows . To do this, we will build a matrix of investment mutual influence of types of holdings and the structure of performers for each investment direction in the overall restructuring of investments (see Fig. 4).

Rice. 4. Matrix of the investment structure of the holding

A1 Capital-intensive long-term investment in new assets to capture new market share or aggressively expand into new markets: This ranges from companies with monopoly competencies in the markets of interest to exclusive, one-off fixed assets requiring custom service. Type A1 investment operator - Investment Committee of the Board of Directors.

A2 Medium-term investments in high-yield industrial, engineering or construction assets for extensive generation of additional cash flow. Type A2 investment operator - Investment department of the finance department or management.

IN 1 Short-term and medium-term investments in highly liquid intangible assets and securities, granting loans, commodity credits, purchase of bills and certificates of deposit. Type B1 investment operator - the financial department of the relevant specialized department or department.

IN 2 Short-term and medium-term investments in highly profitable non-core assets or individual real estate objects of various profiles for subsequent resale, development. Type B2 investment operator is a subsidiary investment company.

As can be seen, such a reclassification of investment operators makes it possible to more subtly prioritize the management and control of assets in a crisis. At the same time, there is no need to stop all investment projects or ideas with one strong-willed decision, while it becomes possible to more thoughtfully combine investment opportunities and the strategic goals of the holding. In the pessimistic scenario, it is usually worth suspending type A1 investments, cashing out type B investments as liquid assets are needed, and finally, fundamentally restructuring type A2 core assets.

Restructuring of the core assets of the holding

In the current daily work not always the adoption of investment decisions in core assets is accompanied by a complete and accurate analysis of the need, relevance and effectiveness. In times of crisis, greater attention is needed to the role of specific structural divisions holding in total financial result. In addition, the crisis can significantly affect the workload of certain subsidiaries, which means that relations definitely need to be transferred to a different form of interaction. An approximate plan for classifying investments in affiliated companies can be started by building a matrix of the core segment (see Fig. 5):

Rice. 5. Matrix of restructuring of the core segment of the holding

Category A1: Subsidiaries operating on an approved budget with no profit. Social guarantees- as for the parent company, for almost 100% subsidiaries, the director is an employee of the parent company as a representative of the company managing the contract and participates in its motivation program. Plan for the crisis - the preservation of companies with a decrease in staff to a real need in accordance with the amount of work;

Category A2: Policy of guaranteed cost coverage for own volumes. Additional motivation for top management comes from outside income with the unconditional priority of the holding's tasks. In times of crisis - transition to a partial return on investment through third-party orders;

Category A3: The policy of switching to full self-motivation of top management, subject to the priority of holding orders and return on investment in accordance with the standard approved by the parent company. In a crisis, the rate of return on invested funds may be reduced or canceled, but only as a temporary measure;

Category IN 1: The policy of transferring volumes to other performers or buying them out at minimum cost. For this, conditions are being created to minimize profits, investment in development through loans and credits. Additional motivation for top management and third-party owners comes from an increase in income from outside with the unconditional priority of the holding's tasks. In times of crisis - redemption at the lowest price and the alternative of no work;

Category IN 2: The most uncertain group of corporate investments. Assumes a strategy for further positioning in markets of presence and business models of use. Additional motivation for top management comes from outside income with the unconditional priority of the holding's tasks. In a crisis, the policy of stabilizing relations through agreements, clarifying the parameters of investment returns;

Category AT 3: The policy of self-motivation of top management, subject to the priority of holding orders and ensuring the established rate of capitalization growth. Orientation to the flow of dividends. In a crisis, a revision of the dividend payment program or sale to the side with the subsequent transfer of own volumes to more manageable divisions;

Category C1: A completely unfortunate investment decision in which the profits of the company are transferred to outside investors. It can be justified either by stages of development, or by the presence in the company of an order portfolio driver - that is, a person or competencies that ensure an exclusive influx of contracts. In times of crisis - stimulating a full buyout at the lowest price or selling at maximum price with the post-crisis organization of its own analogue;

Category C2: A company with attracted participation in the portfolio of orders. Strategy for priority distribution of contracts, subject to minimum prices for services and obligations of priority execution of orders, self-motivation of top management for profit from third-party investments. In a crisis - determining the need for further work and restructuring of relations towards C1 or C3;

Category C3: Participation in tenders for obtaining contracts on a general basis, providing dividends according to the normative level of the holding. In a crisis, the policy of transferring work to more manageable units. Liquidation of participation and transfer to assets for sale.

As can be seen from this simple classification, the management of any construction holding will be able to determine for itself a certain configuration of the investment profile portfolio that it would like to see as a result of anti-crisis restructuring and in any other case. The redistribution of the burden of return on investment and profit in a crisis becomes a mandatory task and necessary for the survival of any construction corporation. The optimized package of corporate investments formed as a result of such restructuring will allow to see more precisely the ways of restructuring the business model, since it will have to be adjusted to load the most efficient companies and to ensure the safety of the entire business in the future.

Another option for restructuring core assets is to change the type of holding in essence. In particular, the transition from standard vertical holdings of a developer type or conglomeration industrial and construction holdings to a flexible EPC holding model can significantly facilitate survival in a crisis and bring dividends after it ends, as will be discussed below.

Construction of a construction EPC/M-holding is carried out on the basis of a process approach and involves the creation of holding divisions in accordance with the basic investment and construction process. Process approach assumes such a configuration of a combined construction holding that meets all or several stages of the implementation of the investment and construction process, depending on the mission and goals of the holding's owners. The volume of companies, the configuration of vertical and horizontal groupings depend on the place of the holding in the market, on the niche occupied and the type of work performed, but at the same time, the principle of having all participants to perform the entire range of works from the general contractor (EPC / EPCM contractor) to developers of all types remains.

In a process holding, individual industrial or financial companies take their place in the appropriate groupings based on their place and role in the process, which harmonizes the overall holding business process and makes the holding more flexible to new types and forms of construction contracting. In such a holding, industrial assets for the production of building materials and structures, as well as for the assembly of blocks and aggregate units of equipment are subsidiaries of a special PM company (supply management company). At the same time, financial and investment resources are attracted by the parent company of the holding, which is the accumulator of corporate profits and the guarantor of the return of third-party investments and credit resources. One of the clear advantages of EPC/M-Holding is the opportunity to participate in a variety of projects as a member of any level.

The obvious difference between the EPC/M-holding is the presence in its structure of subsidiaries responsible for the main directions of the implementation of EPC/M-approaches in construction, namely design and engineering companies, procurement and logistics companies capable of working with foreign manufacturers and suppliers on international standards. And, of course, construction companies that are ready to provide a full range of services for organizing construction site and construction of large industrial facilities. Within the framework of this concept, EPC/M-holding is understood as a unique design and construction corporation created for the effective implementation of investment and construction projects with the prevailing use of the EPC/M-approach.

By optimizing such a holding only for EPC/M-contract, we can formulate the main advantages of creating an EPC/M-holding:

1. Accumulation of profits and growth of capitalization of the main carrier of the EPC / M-brand;

2. The possibility of developing and accumulating key competencies in the field of implementation of EPC / M-contracts in the parent company, without the need to provide full implementation functionality within one legal entity;

3. Ability to receive bank guarantees, attraction of external financing and other instruments, incl. for the implementation of foreign economic agreements from a single financial center;

4. The possibility of creating individual systems of personnel motivation in each company of the EPC / M-holding, which is responsible for its stage of implementation of the investment and construction project;

5. The possibility of forming a single list of constructed objects under a common brand, which increases the competitiveness of the holding as a whole and of each company in individual contracts and has other obvious advantages;

6. To a certain extent, the crisis can even contribute to the optimization of the business structure of a construction holding, for example, in such conditions it is more profitable to create separate centers of human and technical resources, by separating them into separate legal entities and obliging them to work for all enterprises and divisions of the holding.

Restructuring of the business model and portfolio of market presence

The restructuring of the holding's core assets should not be accompanied only by the mechanism presented above - it should be based on a clear understanding of changes in the portfolio of orders and the holding's business model itself. For example, at the beginning of the crisis, the current business model was characterized by the following load volume (see Figure 6):

Current Location Markets and Market Niches	Development of various types
			EPC/EPCM contract
	Business- plan- ing	Technological graphic engineering boxing ring	Feasibility Study / Basic Design	Detail / working engineering	Supplies	Gene- ral contract	Linear builder- stvo	Service / Operation	Kapi- hoist repair
Residential Properties
Warehouse and office real estate
Other non-residential property
Transport construction
Energy construction
Pipeline construction
Industrial engineering
Hydraulic engineering
infrastructure construction
Special construction
Overseas construction

Rice. 6. Base for business model restructuring.

In a crisis, not only the scope of work in already concluded contracts is changing, there is also a stoppage of financing for individual construction projects, a shift in construction and financing schedules towards extension and installation of more late dates completion of work. All this affects the loading of existing divisions of the holding and may well lead to a temporary lack of loading. Under these conditions, adjusting the business model is the most useful procedure that will allow you to shift the revenue stream from risky volumes of work to unconditionally secured ones. For example, for some holdings it is logical to transfer the load to service divisions, for industrial and construction holdings it is high time to start restoring their own production facilities with the involvement of their own work force construction departments. It is also likely that the business model will shift towards emerging market niches that may arise as a result of crisis deformations. Some construction companies will one way or another concentrate only on affiliated contracts that guarantee their existence and survival, so risky sectors will attract new contractors to a certain extent. It is on such opening opportunities in a crisis that one should concentrate for a future breakthrough in development.

The change in the portfolio of market presence is reflected in the movement from more risky and occupied niches to new promising markets that could solve not only the problem of preserving the company, but also the future expansion of the holding's competencies in a crisis. I would not like to evaluate specific projects within the framework of this article, but it is obvious that in the conditions of a sharp decline in the volume of construction of residential and office real estate, a large number of workers and engineering and technical personnel may be released. Under these conditions, it is important to determine those areas that will be clearly in demand even in times of crisis and whose financing will not be stopped even for a minute. For example, the construction of sports facilities for the Olympics will require a serious consolidation of labor and technical resources, which clearly allows us to outline trends in the geographical restructuring of the market portfolio. In addition to the Olympic facilities, there are several other large facilities where the construction resources of holdings of any type will be in demand, and general construction divisions and specialized companies. All these objects should be involved in the orbit of interests of any construction holding in the shortest possible time.

At the same time, one should also take into account the strategic point that the general focus on financially secure markets may lead to the loss of new contracts, which in any case will appear as the crisis weakens. In this case, those construction holdings and companies that have a serious financial resource for survival are more likely to adopt a waiting strategy after, of course, significant cost optimization and suspension of most investment programs. It is clear that the first effect of the crisis will be the redistribution of property, which will require some time to comprehend and adjust the investment plans of most customers. Just by this moment, financial resources will reach the peak in foreign exchange yield and the eyes of investors will once again rush to the real market. Those construction holdings and companies that retain their dynamism resource will be able to gain access to those markets and facilities that they would not engage in under other conditions, even theoretically.

There are other aspects of the financial and economic activities of construction holdings, the restructuring of which could make a significant contribution to its survival and future prosperity. These areas can be unequivocally determined by the management of such holdings, and entering new markets is an excellent prospect for those who are ready to take risks in the future. In any case, the restructuring strategy is the most important aspect management construction business as the business most exposed to any risk in the investment market, not to mention systemic crises. A detailed analysis of this topic allows us to draw the following conclusions:

1. The restructuring strategy is one of the most important elements of the strategy of any construction holding; it occupies the third place in terms of its importance after the marketing and financial strategy;
2. Each construction holding must develop a restructuring strategy from the first day of its existence and make adjustments as it grows and moves into a new period of the holding's life cycle;
3. The restructuring strategy is the basis for the formation of investment decisions by the management of the construction holding and decisions on divestments as part of the construction of promising structures;
4. The development of a restructuring strategy must necessarily include the target positioning of a construction holding company according to the criteria, types, subjects and levels of restructuring, as well as assume various options for restructuring directions depending on the prevailing risk;
5. A construction holding should develop and implement its own criteria for a restructuring strategy, depending on the sub-sectoral specialization of the construction industry;
6. The presence of a rating algorithm for enterprises that are part of the structure of any construction holding is a prerequisite for restructuring, especially in times of crisis;
7. The programs being developed for the restructuring of a construction holding should have mechanisms for a quick and adequate response to unforeseen changes in the external environment.

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• Introduction 3
• 5
• 6
• 11
• 12
• Conclusion 15
• 16

Introduction

Currently, the country is undergoing structural restructuring of the economy. The main goal and at the same time the main content of this process is the restructuring of enterprises, which includes a wide range of forms, methods and tools to ensure sustainable development.

Thus, it is necessary to emphasize the importance of the work of companies to determine and achieve strategic goals in accordance with financial capabilities and priorities, using methods and forms of restructuring. This can only be done if there is a well-designed financial strategy, which is put into practice through restructuring.

Overwhelming majority Russian companies in order to continue successful functioning in the changed conditions, they need competent, professional management. In crisis conditions, the manager must be able to analyze various options for the development of production, see the prospect of his company in the market, have the will and ability to involve the team in the implementation of the goals.

In order to maintain the competitiveness of the enterprise, organizational structure should be such that all work is focused on a specific product and a specific end user. Even before privatization, many enterprises were widely diversified, that is, they produced different kinds products; other than those traditionally issued on them military equipment are now mastering new types of civilian products. Success in the free market is unattainable without a whole team of competent people who know the buyers, the features of competition and the production possibilities for certain types and groups of products. Therefore, it is extremely important for shareholders and top management of the company to create such an enterprise structure that would ensure the accountability of managers and their responsibility for the results of work.

1. Content of external strategic restructuring

In modern economic theory, the following classification of types of restructuring of an economic entity has developed.

Depending on the stage of development of an economic entity:

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

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

Strategic restructuring- this is a process of structural changes aimed at increasing the investment attractiveness of the company, expanding its ability to attract external financing and increase in value. The implementation of this type of restructuring is aimed at achieving long-term goals. The result of its successful implementation is an increased flow of net present value of future income, an increase in the competitiveness of the company and the market value of its equity capital. Conducting both operational and strategic restructuring can cover either all elements of the business system, or its individual components.

Thus, an example of strategic restructuring can be the restructuring of the controlling and accounting system, aimed at optimizing financial flows, of one of the most stable enterprises in the Volgograd region - OAO Povolzhye.

In some sources, operational restructuring is also called crisis restructuring, and strategic restructuring is called development restructuring.

Most common in Russian practice received precisely operational restructuring, the mechanism of which is put into action only after the discovery of clear signs of a crisis of an economic entity.

Depending on the degree of interaction with the external environment:

a) external - restructuring aimed at changing the nature of the interaction of an economic entity with the external environment and having a direct impact on changes in the external environment (restructuring of the external relations of an economic entity, reorganization of a legal entity, etc.);

b) internal - restructuring, aimed at internal transformations and conditionally not having or indirectly affecting the change in the external environment.

External restructuring is also subdivided into sectoral and intersectoral, depending on the sectoral affiliation of the subjects of restructuring.

2. Directions of external restructuring and their characteristics

The main directions of external restructuring are sectoral and intersectoral restructuring.

Industry restructuring means the rationalization of the intra-industry structure, getting rid of inefficient production, increasing competitiveness and improving the structure of the industry's products, replacing obsolete technologies with progressive resource-saving technologies, and reducing the anthropogenic impact on the environment. The objectives of the sectoral restructuring are:

- bringing the industry to a highly profitable operation or to a certain level of subsidization in case of maintaining state regulation prices for its products at the initial stage of reforms;

- ensuring the competitiveness of industry products on domestic market with a decrease in protectionist protection, and in the future - in the foreign market;

- activation of the overflow of capital both in the industry and between industries;

- ecologization of production.

To carry out sectoral restructuring in basic industries, it is necessary to conduct a sectoral analysis of the state and development prospects of industries whose structural modernization will require significant government support. Such industries include: electric power industry, fuel complex, ferrous and non-ferrous metallurgy, basic large-tonnage chemistry, heavy engineering, military-industrial complex, building materials industry.

On the basis of sectoral analysis, under the control of the Ministry of Economy, structural adjustment programs should be developed in the basic industries, on the basis of which enterprises could prepare their own programs of intra-production restructuring. In addition, sectoral analysis and development of programs, taking into account the prospects for changes in the sectoral structure of the economy, should be carried out for the industries of industrial infrastructure - rail and sea transport, air cargo transportation, and communications. In sectoral programs for industries that cannot withstand competition, it is necessary to indicate the guidelines for the forced curtailment of production, as well as export quotas set taking into account the prospect of restructuring specific enterprises (industries). The development of sectoral restructuring programs should be brought to a set of specific projects that can be financed regardless of state budget and at his expense.

An example of external sectoral restructuring can be the formation of a holding of petrochemical complex enterprises around OAO Sibur-Volzhsky (former OAO Volzhskoye Khimvolokno) as part of the plant itself, OAO Kauchuk, OAO Volgograd Nitrogen-Oxygen Plant, OAO Voltyre and Volzhskaya CHPP-1.

An example of an external intersectoral restructuring there may be a project for the formation of a financial-industrial group around financial company as part of a bank, an insurance company and an industrial enterprise.

Reorganization- this is the termination of the activities of a legal entity, accompanied by a general succession.

In accordance with the law Russian Federation reorganization of a legal entity can be carried out in five forms: merger, accession, division, separation, transformation.

At merger two (or more) legal entities cease to exist - and one new one arises. When a legal entity merges with another legal entity, all property rights and obligations are transferred to the legal entity that emerged as a result of the merger.

When accession one legal entity (attached) ceases to exist and merges with its assets and liabilities into another (which is merged). Those. when a legal entity is merged with another legal entity, all property rights and obligations of the merged entity shall be transferred to the latter.

In the event of a merger and merger, the assets and liabilities of the legal entities that have ceased to exist are transferred by transfer deed to the organization in which they ended up after the merger or merger.

The reorganization in the form of a merger is considered completed from the moment state registration a newly emerged legal entity (and reorganized ones are considered to have terminated their activities). Reorganization in the form of affiliation is considered completed from the moment an entry is made in the state register on the termination of the activities of the last of the merged legal entities.

When separation one legal entity is divided into two (or more), as a result of which the divided one ceases to exist - and two (or more) appear in its place. When a legal entity is divided, the property rights and obligations of the reorganized legal entity are transferred to the new legal entities created as a result of this according to the separation balance sheet.

Selection- the antipode of accession: one (or more) new ones are separated from the composition of a certain legal entity, while the former one retains its existence and along with it the new (allocated) begins to function. When dividing and spinning off, the asset and liability of a previously existing legal entity are divided in parts (proportions) fixed in the separation balance sheet between the newly formed (reorganized) legal entities.

At transformation from a legal entity of one type to a legal entity of another type, all property rights and obligations of the former legal entity shall be transferred to the newly emerged entity.

Reorganization in the form of separation is considered completed from the moment of state registration of the last of the newly emerged legal entities (and the reorganized one - the one that ceased its activities). Reorganization in the form of separation - from the moment of state registration of the last of the newly emerged legal entities.

The organizational and legal form is a set of features that determine the structure and activities of a legal entity (more broadly - an entrepreneur): property and organizational isolation, methods of forming a property base, features of interaction between owners, founders, participants, the legal entity itself, in some cases - its structural divisions, of the labor collective, their responsibility to each other, contractors, consumers, competitors, the state and society.

Along with the form of ownership within which a legal entity is created and operates, the ratio of the rights of the founders (participants) and the legal entity itself to the property of the latter, the legal regime of property, the purpose of the activities carried out and other criteria, it serves as the basis for classifying legal entities into types.

During the transformation, all assets and liabilities, rights and obligations of legal entities remain in the same state.

The reorganization of legal entities in the form of transformation is considered completed from the moment of state registration of the newly emerged legal entity (and the transformed legal entity has ceased to exist).

For various reasons, these five forms are divided into different groups:

· by the subject - the initiator of the reorganization and its basis (separation, separation, merger, accession, transformation);

· according to the fate of the property mass (merger, accession (increases), division, separation (decreases), transformation (remains unchanged);

upon the fact of the preservation of a previously existing legal entity (accession, spin-off, transformation (retained); merger, separation (not retained);

· according to the act drawing up the reorganization (merger, accession, transformation (transfer deed), division, separation (separation balance sheet);

· at the time of reorganization (merger, division, separation, transformation (from the moment of state registration of newly emerged legal entities), affiliation (from the moment an entry is made in the Unified State Register of Legal Entities on the termination of the activities of the affiliated legal entity).

In cases established by the legislation of the Republic of Belarus on antimonopoly activities, the reorganization of a legal entity in the form of a merger or accession can be carried out only with the consent of the Ministry for Antimonopoly Policy.

During the reorganization, the rights and obligations are transferred to the successors in accordance with the deed of transfer or separation balance sheet, which contain provisions on the succession of all obligations of the reorganized legal entity in relation to all its creditors and debtors. In this case, all creditors must be notified about the reorganization.

The reorganization of a specific type of legal entity is carried out in accordance with the specifics of the legislation on a specific type of legal entity.

3. Relationship between internal and external restructuring

Allocate restructuring based on internal and external factors.

As part of the analysis of external factors, restructuring is based on the reorganization of the organization. According to the law "On joint stock companies"(Article 15) and the Civil Code of the Russian Federation (Article 57) There are 5 areas of reorganization, we have considered them above: merger, accession, separation (on the basis of a terminated legal entity, new ones arise), separation (a new legal entity arises, otherwise, from which it separated, continues to exist), transformation (a legal entity ceases to exist, and a new one arises on its basis).

Reorganization In this way is a way to terminate the activities of legal entities, and a way to create new ones.

Restructuring based on internal factors- can be carried out within the framework of 3 strategies.

1. Within operational (current) strategy analyzes and makes decisions on changing internal factors such as: product range, pricing, marketing events, cost effectiveness, customer service, distribution system, etc.

2. Within investment strategy analyzes and considers the issue of optimizing the value of comrade mater. stocks, turnover and management of receivables and payables, planning of capital investments (for the purpose of replacement of old fixed assets and expansion of capacities), sale of assets.

3. Within financial strategy The factors affecting the cost include: optimization of the capital structure, business risk management, dividend policy. In this case, the restructuring leads to an increase in the price of capital.

4. The practice of external restructuring at Russian enterprises

One of the first restructuring in Russia was carried out by RAO Rosneftegazstroy, which by now has been completely reorganized and has turned from the Ministry of Construction of Oil and Gas Industry Enterprises b. USSR (with a "classic" structure and functions for such a time) into a leading international production and investment corporation for oil and gas and industrial and civil construction. Its real production capacity is 15 thousand km. pipelines per year, 450 thousand sq.m. housing annually, a complex of industrial enterprises producing the entire range of products for the oil and gas, chemical industry and mechanical engineering. The corporation today employs 150,000 highly qualified specialists, united in 65 subsidiaries, who are fully responsible for the economic results of their activities. The expenses incurred for reforming were fully paid off during the first year of functioning of the transformed corporation.

Similar projects have been implemented in the largest Moscow investment and construction organizations: the Experimental Development Department of Moscow, JSC Mospromstroy and a number of others. Among the projects implemented within the framework of the reformed companies, such as the “Program for the construction of multi-storey garages”, “The program for the construction of elite housing in Moscow”, “Restructuring of enterprises in the industrial zone of Moscow”, etc. significant increase economic efficiency and quality of work.

Let us give examples from the practice of external restructuring at Russian enterprises (mergers and acquisitions).

In recent years, there has been a sharp increase in M&A activity in Russia.

It can be said with a reasonable degree of certainty that the emergence of the institution of mergers and acquisitions in Russia began approximately in the mid-1990s. The first in the wave of mergers were companies in the oil and oil refining industries. Created at that time, vertically integrated oil companies(VINK) became a kind of pioneer in the field of mergers in Russia, being a classic example of a vertical type of mergers. Such mergers not only helped solve production problems, but also created the prerequisites for ensuring the competitiveness of Russian VIOCs in the world market. An example is the creation of a holding around NK LUKOIL, which created a single technological chain "from a well to a gas station." In other companies, this process took the form of acquisitions - this was the case with Surgutneftegaz JSC, which took over KINEF JSC and a number of oil product supply companies.

In principle, the oil industry has become truly one of the most "popular" industries in terms of the number of mergers and acquisitions. This is easily explained given that this industry, like other export-oriented extractive industries of the Russian industry, is one of the few that produces competitive products on the world market. At the same time, there is one more detail: practically all oil companies do not have a balance between produced and processed and sold oil. For some it is negative, for others it is positive. by uniting, oil companies enable each other to avoid significant losses.

Speaking about integral mergers, we can say that they are, perhaps, more common than all other types of mergers in Russia. The vertically integrated scheme of the functioning of companies is especially effective in the crisis of non-payments, which takes place in Russia to this day. Vertical mergers, in addition to all the well-known advantages, in Russian conditions have one more, perhaps the most important thing - they allow solving the problem of accounts receivable (a huge mass of which is a heavy burden on most Russian enterprises) within the framework of at least one production process.

Another distinguishing feature of Russian mergers and acquisitions is their excessive politicization. Most of them express the political interests of either local administrations or other levels of government. that is, striving to achieve a priority goal in market economy- increasing the wealth of shareholders - is out of the question. As a rule, such transactions are generally contrary to the interests of shareholders.

Conclusion

Thus, under strategic restructuring is understood as a process of structural changes designed to increase the investment attractiveness of an enterprise and its market value, as well as to be able to attract external financing on more favorable terms. The result of the successful restructuring of this form in the long term is an increase in the competitiveness of the enterprise, its investment attractiveness, and, consequently, its market value.

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

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

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

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

External value creation strategies form three areas of restructuring:

- strategic reorganization;

- reorganization of enterprises in case of insolvency (bankruptcy);

- reorganization in order to prevent the threat of capture.

List of sources used

1. Belousov V.I. Restructuring of the enterprise: Stabilization and development: textbook. allowance / V.I. Belousov, S.A. Rybalko. - Voronezh: VSU Publishing House, 1999. - 312 p.

2. Doyle P. Marketing management and strategies. 3rd ed. / Per. from English. - St. Petersburg: Peter, 2003.

3. Mazur M.I., Shapiro V.D. Restructuring of enterprises and companies. - M.: Economics, 2001. - 456 p.

4. Reformation and restructuring of enterprises: Methodology and experience / Trenev V.N. and others - M.: PRIOR, 2001. - 320 p.

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General concept restructuring. Changing the structure of the company under the influence of factors of the external or internal environment. Improving the system of management, marketing and sales, personnel management. Stages of restructuring and its difference from reforming.

The restructuring of the investment portfolio is carried out not only in the direction of determining priority areas, investment volumes, but also in the formation of appropriate structures that are most suitable organizationally for controlling specific investment flows. To create specific investment units, it is necessary to weigh not only the amount of free cash that can be used for investment purposes, and their structure and content in the foreseeable investment perspective, but also the possibility of credit addition of financial resources to complete the necessary programs in the event of a pessimistic crisis scenario for inflows .

Restructuring of the core assets of the holding. In the current daily work, the adoption of investment decisions in core assets is not always accompanied by a complete and accurate analysis of the need, relevance and effectiveness. In a crisis, more attention is required to the role of specific structural divisions of the holding in the overall financial result. In addition, the crisis can significantly affect the workload of certain subsidiaries, which means that relations definitely need to be transferred to a different form of interaction.

The management of any construction holding can determine for itself a certain configuration of the investment profile portfolio that it would like to see as a result of anti-crisis restructuring and in any other case. The redistribution of the burden of return on investment and profit in a crisis becomes a mandatory task and necessary for the survival of any construction corporation. The optimized package of corporate investments formed as a result of the restructuring will make it possible to more accurately see the ways of restructuring the business model, since it will have to be adjusted to load the most efficient companies and ensure the safety of the entire business in the future.

Another option for restructuring core assets is to change the type of holding in essence. In particular, the transition from standard vertical holdings of a developer type or conglomeration industrial and construction holdings to a flexible EPC holding model can significantly facilitate survival in a crisis and bring dividends after it ends, as will be discussed below.

Construction of a construction EPC/M-holding is carried out on the basis of a process approach and involves the creation of holding divisions in accordance with the basic investment and construction process. The process approach assumes such a configuration of a combined construction holding that meets all or several stages of the implementation of the investment and construction process, depending on the mission and goals of the holding's owners. The volume of companies, the configuration of vertical and horizontal groupings depend on the place of the holding in the market, on the niche occupied and the type of work performed, but at the same time, the principle of having all participants to perform the entire range of works from the general contractor (EPC / EPCM contractor) to developers of all types remains.

By optimizing such a holding only for EPC/M-contract, it is possible to formulate the main advantages of creating an EPC/M-holding: accumulation of profits and capitalization growth for the main carrier of the EPC/M-brand; the possibility of developing and accumulating key competencies in the field of implementation of EPC / M-contracts in the parent company, without the need to provide full implementation functionality within one legal entity; the possibility of obtaining bank guarantees, attracting external financing and other instruments, incl. for the implementation of foreign economic agreements from a single financial center; the possibility of creating individual systems of personnel motivation in each company of EPC / M-holding, which is responsible for its stage of implementation of the investment and construction project; the possibility of forming a single list of constructed facilities under a common brand, which increases the competitiveness of the holding as a whole and of each company in individual contracts and has other obvious advantages; to a certain extent, the crisis can even contribute to the optimization of the business structure of a construction holding, for example, in such conditions it is more profitable to create separate centers of human and technical resources, separating them into separate legal entities and obliging them to work for all enterprises and divisions of the holding.

Restructuring of the business model and portfolio of market presence. The restructuring of the holding's core assets should not be accompanied only by the mechanism presented above - it should be based on a clear understanding of changes in the portfolio of orders and the holding's business model itself. In a crisis, not only the scope of work in already concluded contracts is changing, there is also a stop in financing for individual construction projects, a shift in construction and financing schedules towards extension and setting later deadlines for completion of work. All this affects the loading of existing divisions of the holding and may well lead to a temporary lack of loading. Under these conditions, adjusting the business model is the most useful procedure that will allow you to shift the revenue stream from risky volumes of work to unconditionally secured ones. For example, for some holdings it is logical to transfer the load to service divisions, for industrial and construction holdings it is high time to start restoring repairs of their own production facilities with the involvement of their own workforce of construction divisions. It is also likely that the business model will shift towards emerging market niches that may arise as a result of crisis deformations. Some construction companies will one way or another concentrate only on affiliated contracts that guarantee their existence and survival, so risky sectors will attract new contractors to a certain extent. It is on these opening opportunities in times of crisis that one should concentrate for a future breakthrough in development.

The change in the portfolio of market presence is reflected in the shift from more risky and busy niches to new promising markets that could solve not only the problem of maintaining the company, but also the future expansion of the holding's competencies in a crisis. I would not like to evaluate specific projects within the framework of this article, but it is obvious that in the context of a sharp decline in the construction of residential and office real estate, a large number of workers and engineering and technical personnel may be released. Under these conditions, it is important to determine those areas that will be clearly in demand even in times of crisis and whose financing will not be stopped even for a minute. For example, the construction of sports facilities for the Asian Games will require a serious consolidation of labor and technical resources, which clearly allows us to outline trends in the geographical restructuring of the market portfolio. In addition to sports facilities, there are several other large facilities where the construction resources of holdings of any type, as well as general construction divisions and specialized companies, will be in demand. All these objects should be involved in the orbit of interests of any construction holding in the shortest possible time.

At the same time, one should also take into account the strategic point that the general focus on financially secure markets may lead to the loss of new contracts, which in any case will appear as the crisis weakens. In this case, those construction holdings and companies that have a serious financial resource for survival are more likely to adopt a waiting strategy after, of course, significant cost optimization and suspension of most investment programs. It is clear that the first effect of the crisis will be the redistribution of property, which will require some time to comprehend and adjust the investment plans of most customers. Just by this moment, financial resources will reach the peak in foreign exchange yield and the eyes of investors will once again rush to the real market. Those construction holdings and companies that retain their dynamism resource will be able to gain access to those markets and facilities that they would not engage in under other conditions, even theoretically.

A detailed analysis of this topic allows us to draw the following conclusions: the restructuring strategy is one of the most important elements of the strategy of any construction holding, it occupies the third place in terms of its importance after the marketing and financial strategy; each construction holding must develop a restructuring strategy from the first day of its existence and make adjustments as it grows and moves into a new period of the holding's life cycle; the restructuring strategy is the basis for the formation of investment decisions by the management of the construction holding and decisions on divestments as part of the construction of promising structures; the development of a restructuring strategy must necessarily include the target positioning of a construction holding company according to the criteria, types, subjects and levels of restructuring, as well as assume various options for restructuring directions depending on the prevailing risk; a construction holding should develop and implement its own criteria for a restructuring strategy, depending on the sub-sectoral specialization of the construction industry; the presence of a rating algorithm for enterprises that are part of the structure of any construction holding is a prerequisite for restructuring, especially in times of crisis; the developed programs for the restructuring of a construction holding should have mechanisms for a quick and adequate response to unforeseen changes in the external environment.

References. Zubarev A.A. Formation of an effective investment policy in macro- and microeconomic systems in the conditions market relations. - St. Petersburg: Publishing house of St. Petersburg State University of Economics, 1998. - P. 11 Bocharov V.V., “Investments. Investment portfolio. Sources of financing. Choice of strategy”, S.-P., “Peter, 2003