Classification of corporations. Types of corporations, their classification. Differences between Western and Eastern models

Corporate governance (eng., Corporate gorernance) is a system of strategic and tactical enterprise management, through which the rights of shareholder property are exercised, which is a complex of relationships between management, the board of directors, investors and other influence groups.

Corporate governance is not directly related to the day-to-day management of the company. The subject of corporate governance is control over corporate actions.

The historical prerequisites for the emergence of joint stock companies are:

Development large-scale production on the basis of the achievements of scientific and technological progress, the transformation of all basic types of human activity into a completely social process, into the joint activity of many people;

The development of capitalist relations, leading to the transformation of all goods and monetary amounts into forms of existence of capital or into assets, the purpose of which is to produce any form of income for their owners;

The emergence of organizational possibilities for combining many private capitals into a single and indivisible aggregate capital;

The emergence of a securities market in the form of a bill market and a government bond market.

You can also consider the following definitions of corporate governance:

Corporate governance is a system of reporting to shareholders of persons entrusted with the current management of the company.

Corporate governance is a way of managing a company that ensures a fair and equitable distribution of performance results among all shareholders and other stakeholders.

Corporate governance is a set of measures and rules that help shareholders control the company's management and influence management in order to maximize profits and enterprise value.

Corporate governance is a system of relationships between managers of a company and its owners on issues of ensuring the efficiency of the company and protecting the interests of the owners, as well as other stakeholders.

72. Types of corporations and their classification

Types of corporations by breadth of geographic coverage; by the type of capital pooling; for the purposes of creation.

According to the latitude of the geographical coverage, there are:

Transnational

a corporation that carries out the bulk of its operations outside the country in which it is registered, most often in several countries, where it has a network of branches, branches, representative offices;

according to the UN definition - a corporation that is independent of its country of origin and the form of ownership in it (private, public or mixed), with branches in two or more countries that function in accordance with a decision-making system that allows for a coordinated policy and overall strategy... This type of corporation includes the corporation "Ford motors", "General motors" and many others.

Interstate:

a corporation that has received the right to carry out activities on the territory of another country by concluding an agreement between the state bodies of the country of its registration and another country;

if an international financial and industrial group is created on the basis of an intergovernmental agreement, it is assigned the status of an interstate (international) financial and industrial group. The specifics of the creation, operation and liquidation of an interstate financial and industrial group are established by these agreements. For members of an interstate financial and industrial group, the national treatment is established by intergovernmental agreements on the basis of reciprocity. This type of corporation can be attributed to the interstate corporation "Vympel", the interstate television and radio company "Mir".

National- a corporation that operates throughout the country in which it is registered. In Russia, this type includes, for example, RAO UES of Russia, OAO Gazprom, OAO Baltika Breweries, and others. In the USA, this type includes Sears Roebuck and others.

Industry- a corporation whose field of activity is within the framework of one branch of the national economy, a narrowly diversified corporation. These include OJSC Severstal, OJSC AvtoVAZ, etc.

Regional- a corporation, which includes companies registered in the territory of one region. For example, financial and industrial group "Siberia", OJSC "Almazy Rossii - Sakha" OJSC "Mosenergo", etc.

Company- a corporation, which is an independent territorially separate property and economic complex, which is not a union of several legal entities... For example, JSC Volzhsky Pipe Plant, JSC Moskabelmet, etc.

By the type of capital pooling, there are:

Association- voluntary association of individuals and (or) legal entities for the purpose of mutual cooperation while maintaining the independence and independence of the members of the association.

Conglomerate- one of the forms of an alliance, an association of diversified firms operating in different market sectors. In a conglomerate, a high degree of independence of its member firms and decentralization of management remain.

Consortium- a temporary association of companies, banks and other organizations on the basis of a general agreement for the implementation of a capital-intensive project or joint placement of a loan (bears joint responsibility to customers)

Concern- a large association of companies linked by common interests, agreements, capital, participation in joint activities (often such a group unites around a holding holding shares of these companies).

Syndicate- unification of companies producing homogeneous products in order to organize their collective marketing through a single distribution network.

Trust- an amalgamation of companies, firms, in which its participants, who became part of the trust, lose their production and commercial independence, are guided in these areas of their activities by the decisions of the management center. Construction trusts are most common in Russia.

Financial and industrial group- a group of legally independent companies, financial and investment institutions registered in accordance with the established procedure with the relevant authorities, which have combined their material resources and capital to achieve a common economic goal. The central (parent) company in a FIG can be either a specialized organization - a "management company", or a production enterprise or association, bank, financial or insurance company that is part of the group.

Holding- a company that owns a controlling stake and manages or controls the activities of other (subsidiaries) companies in order to exercise control over their operations. The holding company may not own its own production potential and not be engaged in production activities.

For the purposes of creation, there are:

- Non-commercial- corporations not designed to make a profit. These are usually government, city, municipal, political associations, as well as charitable, religious, educational and other similar institutions.

- Commercial- created to make a profit in the course of the activity.

The central subjects of corporate law are a variety of legal entities. The concept of a legal entity differs somewhat from the broad term "corporation", supplementing it with a number of distinctive features.

Legal entities are organizations based on the association of persons and capital, possessing property isolation, organizational unity and independent civil liability, acting in civil circulation on their own behalf, formed and terminated in accordance with the procedure established by law.

Any legal entity is created to achieve specific goals, through the implementation of legal actions declared in the constituent documents and relevant to the participants.

Specifically, to legal entities, subjects of corporate law, the Civil Code of the Russian Federation includes:

Partnerships:

1. General partnership;

2. A limited partnership;

Societies:

1. Limited Liability Company;

2. Society with additional responsibility;

3. Joint Stock Company;

4. Production cooperatives;

5. Associations of corporations;

The design of an LLC is an invention of German civil scientists and, at the same time, is a response to the urgent requirements of practice on the creation of legal entities, which are simpler, in contrast to joint-stock companies, organizational characteristics.

The Civil Code contains a list of the main types of corporations, other organizationally - legal forms legal entities and their associations can be represented in federal laws, for example, "On non-profit organizations", "On financial and industrial groups"

The general legal regulator for corporations of persons in the economic sphere is the Civil Code of the Russian Federation, which determined the organizational and legal forms of legal entities in the economic sphere. Meanwhile, to regulate a number of major corporations - JSCs and LLCs, special laws “On joint stock companies"(1995) and" On limited liability companies "(1998)

Among the subjects of corporate law can be attributed and various government structures to the extent that they enter into relationships with corporations.

Individual entrepreneurs should also be considered as persons acting as subjects of corporate law, since they are endowed with appropriate rights and obligations, and the norms on the status of organizations are applicable to them.

Of all the legal entities existing in Russia, corporations are not only state and municipal unitary enterprises, but also state treasury enterprises.

In the course of their activities, legal entities, regardless of their form of ownership and type of activity, enter into relationships with each other, with state and municipal authorities and other organizations. The settlement of such contacts is also included in the subject of corporate legal relations.

In foreign legal order, there are peculiarities of the forms of corporate entities, their associations. It should be noted such a type of corporation as the European Economic Interests Association (EEEI). This is not a very popular form of reference. business activities in the European Union in the real business sector, it is more common in the service sector, for example, among law firms.

The issue of granting the EOEI legal personality is at the discretion of national legislation. For example, Germany and Italy do not recognize the EEAI as a legal entity, therefore, it is not possible to argue that such an association has broad powers in these countries, and therefore, can be an attractive form for European companies.

A European company is an additional organizational and legal form to those existing in the national legal systems of the member states. First of all, it is beneficial large companies with cross-border operations, as it significantly reduces the cost of establishing and maintaining the activities of subsidiaries in the member states, facilitates the implementation of cross-border mergers, joint ventures, relocation of location and other cross-border transactions. This significantly reduces costs and allows you to optimize activities in the absence of legal barriers caused by differences in national legal systems.

6. №26 general characteristics business partnerships and companies.

Article 66. Basic provisions on business partnerships and companies

1. Business partnerships and companies are commercial organizations with divided into shares (contributions) of the founders
(participants) authorized (pooled) capital. Property created by the contributions of the founders (participants), as well as produced and
acquired by a business partnership or society in the course of its activities, belongs to it by right of ownership.

In the cases provided for by this Code, a business company may be created by one person, who becomes its sole participant.

2. Business partnerships may be created in the form of a full partnership and limited partnership (limited partnership).

3. Business companies may be created in the form of a joint stock company, a limited liability company or with additional liability.

4. Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and / or commercial organizations.

Citizens and legal entities can be participants in business companies and investors in limited partnerships.

State bodies and bodies of local self-government shall not have the right to act as participants in business companies and as investors in limited partnerships, unless otherwise provided by law.

Institutions can be participants in business companies and investors in partnerships with the permission of the owner, unless otherwise provided by law.

The law may prohibit or restrict the participation of certain categories of citizens in business partnerships and companies, with the exception of open joint stock companies.

5. Business partnerships and companies may be founders (participants) of other business partnerships and companies, with the exception of cases provided for by this Code and other laws.

6. A contribution to the property of a business partnership or company may be money, securities, other things or property rights or other rights that have a monetary value.

Monetary evaluation of the participant's contribution economic society is made by agreement between the founders (participants) of the company and, in cases provided for by law, is subject to an independent expert review.

7. Business partnerships, as well as limited and additional liability companies are not entitled to issue shares.

6. Full partnership, in bourgeois law, a type of commercial partnership, one of the organizational forms of capitalist enterprises. The members of the partnership are fully jointly and severally liable for the partnership's debts to its creditors. In turnover, P. t. Usually acts under a company name (see. Firm), is subject to registration. Internal relationships between members of the P. of t. Are regulated by the contract. In the absence of a special agreement, each of the participants has the right to conduct business and represent on behalf of the partnership. In the legislation of different countries, the question of the legal personality of a P. t. Is solved differently: for example, in France, P. t. Is a legal entity, in Germany it is not.

Full partnership - the type of business partnerships, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership and are responsible for its obligations not only in the amount of contributions to the pooled capital, but with all property belonging to them, that is, "full" , unlimited liability. Currently, this organizational and legal form is practically not used. Constituent documents

A general partnership is created and operates on the basis of a memorandum of association. The Memorandum of Association is signed by all of its participants and must contain the following information:

the name of the full partnership;

its location;

the procedure for managing the activities of the partnership;

conditions on the amount and composition of the joint stock capital of the partnership;

conditions on the size and procedure for changing the shares of each of the participants in the contributed capital;

conditions on the amount, composition, timing and procedure for making contributions by participants;

conditions on the liability of participants for violation of obligations to make contributions.

In the memorandum of association, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for transferring their property to it and participating in its activities. The agreement also determines the conditions and procedure for the distribution of profits and losses between the participants, management of the activities of a legal entity, withdrawal of the founders (participants) from its composition.

Share capital

Similar information.

To form a complete picture of the types of corporations in foreign law, it is worth making an excerpt from the work of E.A. Sukhanov, which today contains the best comparative legal study of corporate relations that have developed in world practice:

“The list of corporations recognized by law in the main Western European legal order is limited to the following very small set of eight traditional organizational and legal forms:

Three types of non-subject associations of persons - simple (including tacit), full (called open in German law, and collective in Swiss law) and limited partnership (society);

The five corporations that are legal entities are a joint-stock company, a joint-stock limited company (often viewed as a type of joint-stock company), a limited liability company, a cooperative, and a non-profit association (union).

This classic set sometimes varies for the following reasons.

Firstly, in some legal systems it is supplemented with some historically formed as independent special corporate forms: for example, a shipping company, a mutual insurance association and a mining legal trade union in Germany; savings banks in Austria; agricultural cooperatives recognized by the law of individual Swiss cantons for the joint use of pastures, forests, water sources. Their presence should be considered the national characteristics of specific legal orders.

Secondly, in accordance with European Union directives, three forms of European corporations have also emerged in EU member states: the non-profit European economic association according to interests, a European joint-stock company and a European cooperative, which, however, have not yet become widespread.

Thirdly, certain legal orders, if necessary, introduce new ones,

corporate forms they see as modern: partnership in Germany, a variable capital investment company, also called a limited company for collective investment in Switzerland, a simplified joint stock company in France and even a private foundation in Austria.

Thus, the classic European standard of eight corporate forms is not fundamentally rigid, but allows various options, taking into account national characteristics and modern trends. economic development... At the same time, the principle of an exhaustive list of types of corporations operates in European corporate law. In accordance with it, it is not allowed to create a corporation by agreement of the founders (parties to the partnership agreement) in any form not expressly provided for by law, even if it is a non-subject organization. "

When referring to the current legislation, it becomes clear that legal entities whose founders (participants) have the right to participate (membership) in them and form their supreme body in accordance with paragraph 1 of Art. 65.3 of the Civil Code of the Russian Federation, are corporate legal entities (corporations). These include business partnerships and societies, peasant (farm) farms, economic partnerships, production and consumer cooperatives, public organizations, associations (unions), partnerships of real estate owners, Cossack societies included in state Register Cossack societies in Russian Federationand also the communities of the indigenous peoples of the Russian Federation.

Legal entities whose founders do not become their participants and do not acquire membership rights in them are unitary legal entities. These include state and municipal unitary enterprises, foundations, institutions, autonomous non-profit organizations, religious organizations, public law companies.

In connection with participation in a corporate organization, its participants acquire corporate (membership) rights and obligations in relation to a legal entity created by them, with the exception of cases provided for by the Civil Code of the Russian Federation.

We will try to reflect the varieties of organizational and legal forms of legal entities in the current civil legislation with the allocation of corporate forms (see Table 4).

Table 4. Varieties of organizational and legal forms of legal entities according to the Civil Code of the Russian Federation.

When looking at this table, it becomes clear that the groups of organizational and legal forms have seriously changed, and therefore corporate legal entities should be classified as follows:

It is worth dividing corporations into classes depending on the goals of their activities:

1. Commercial, which are divided into the following organizational and legal forms:

1.1. Business partnerships;

1.2. Business companies;

1.3. Peasant (farm) households;

1.4. Business partnerships;

1.5. Production cooperatives.

2. Non-commercial, which are divided into the following organizational and legal forms:

2.1. Consumer cooperatives;

2.2. Public organizations;

2.3. Associations (unions);

2.4. Real estate owners' associations;

2.5. Cossack societies;

2.6. Communities of the indigenous peoples of the Russian Federation.

In general, the overall picture is quite integral, therefore, it is not worth considering this issue in more detail, repeating the traditional section "Legal entities" of the course "Civil Law".

In modern world practice, the corporation has become the main form of organization and management of business processes in which several interested parties are required to unite at once. Let's take a closer look at what a corporation is, what are its characteristics and types. We will also highlight the main differences between the Western and Eastern models of corporate association.

Corporation concept

According to general definition, a corporation is an association of legal and individuals to achieve a common goal. Taken together, this combined group represents a new legal entity, and each of its members is the owner of a certain share. It is interesting that the owners of these very shares almost never manage. In fact, the corporation is run by hired workers, specialists in their field.

What is a corporation by its structure? This is a union that has an internal organization and unites its members into a single team. He is also the subject of duties and rights. Even easier, a corporation is deciphered as a group of persons united by one common goal and performing their activities for a long time in order to realize this goal.

A corporation may have several different businesses under its "roof", but all of them are under the same financial control.

Corporation characteristics

Financiers identify several main features that characterize corporations. Among them:

• The presence of owners or shareholders who can own blocks of shares of different sizes. Shareholders are separated from management, however, major decisions are made by the board of directors. In other words, never one person can solve some important issues on their own, a group of people is engaged in this.
• There is a delegation of authority, that is, several "nodes" of decision-making are created;
• The corporation includes several enterprises of a different nature at once. In this case, the activities of corporations are specifically focused on different types of businesses in order to distribute risks between them.
• Leading market position. A confident position in the market (for example, construction) allows corporations to manage this structure, produce and sell products, and form a market for new goods.
• A huge number of employees, which can reach several thousand people. This fact makes the management process difficult, since it is necessary to establish clear control and quality control of work.

It is often mistakenly believed that corporations are companies in a particular industry. However, this is far from the case, corporations and companies differ significantly from each other. In particular, companies do not have a global market influence, while corporations are able to organize new markets.

What is important for corporations?

One of the most important points affecting a corporation's credibility is its image. All large corporations must take care of their positive image in order to be attractive to society. To this end, any self-respecting corporate association strives to:

• Be socially oriented. This means that any product and service must meet the needs of society.
• Be socially responsible, i.e. provide every employee with the necessary social package, including various guarantees and insurance, the possibility of timely receipt medical care etc.
• Do not violate laws and regulations in your activities.
• Putting the consumer's desire first, since the financial position of the corporation depends on his waste.
• Respect the rights of employees, partners and take public opinion into account.

Corporate culture is also important for corporations. After all, what is a corporation without its own culture and traditions? Each such organization has its own internal formal and informal rules for "playing the game", its own code of ethics and honor, or even its own constitution. This makes it possible for the entire team to engage in activities for the common good, and each of its members to feel involved in something common and global.

History of corporations

Many centuries ago, people did not know what a corporation was in its modern interpretation, although corporate associations began to appear even then. For the first time, their emergence is noted in the days of Ancient Rome, when under the republic it was allowed to create new corporations without problems. The only condition was compliance with state laws. The rules changed when the time of the empire came: to create a corporation, you had to apply to the Senate for a special agreement. Management was carried out by people selected from the creators. If the corporation's activities were terminated, then all its property was divided among the participants.

To date, the oldest corporation is considered a copper mine called Stora Kopparberget, located in Switzerland. Back in the XIV century, this union received a charter signed personally by King Magnus Ericsson.

In the 17th century, many European states had the right to do business with their colonies. These organizations are somewhat reminiscent of modern transnational corporations... Examples include the Dutch East India Company and the Hudson's Bay Company.

Corporations of our time

In our time, a key role in the market economy of the majority developed countries super-large united organizations - corporations are playing. In particular, in the United States, Canada, Japan, corporations are considered the main form of entrepreneurial activity. In these states, more than fifty percent of industrial production and trading activities are controlled by corporate associations. Also, thanks to the existence of corporations, the world's leading powers own most of the licenses and patents for the latest technical developments, medications, etc.

A distinctive feature of modern corporations is that the duration of their existence is not limited, since shares can be freely transferred to other owners. Also, the corporation can issue a new block of shares to attract investors and, accordingly, investments from outside.

Types of corporate associations

Today there are several types of corporate associations that are accepted in most countries of the world:

• open joint stock company;
• limited liability company;
• syndicate;
• cartel;
• trust;
• concern;
• holding;
• financial and industrial groups;

Obligations and rights

Each power defines the responsibilities and rights of all types of corporations by law. Restrictions on the forms of activity of corporations and their composition are also legally designated, and special measures are applied to prevent their transformation into a monopoly. In case of violation of any rules or restrictions, the state has the right to impose sanctions against the violating corporation.

In 90% of cases, the enterprises that are part of a corporate association are completely dependent on it in the economic and financial plan... But it happens when an enterprise has its own shares and its shareholders. Such an example is a financial corporation that unites financial groups under its "wing". This suggests that relationships within corporations are complex and varied.

Forms of economic relations

Among the large number of variations in the relationship between enterprises and corporations, experts highlight those that are most common:

• Financial management of the enterprise by the corporation. In this case, the enterprise carries out all other activities independently. It only includes an obligation on finance - the execution of a certain part of the corporate budget.
• Takeover of the organization. This means that the management, management and functioning are completely transferred to the managers of the corporation.
• Purchase of an enterprise that was put up for auction due to ineffective activity.
• The transformation of organizations into branches of a corporation, which become a representative office of the association in another city or country.
• Creation of a consortium - a temporary association of organizations and firms with the aim of solving a common production problem.

Differences between Western and Eastern models

For example, consider the American and Japanese models of corporate associations. The main difference between them is corporate behavior and attitude to work. While the Japanese, including even the smallest entrepreneurs, are focused on the general interests of the corporation, Americans are more concerned about personal growth. This shows the level of individualism.

In the East, it is an honor for an employee to work for one company all his life. Changing a company for a Japanese person means almost the same as divorcing his wife, which is unacceptable in society. And for a resident western countries It is quite normal to send resumes to different corporations and go to the one that offers more favorable terms.

However, both models have their own advantages and disadvantages. Japanese corporations have always produced high-quality products, even mass-produced, than they won against other companies. But when it comes to innovations in various fields, American associations are leading here.

In world practice, there are three main models of corporate governance: Anglo-American, Japanese and German, which differ in such features as: key members and founders of the corporation; ownership structure in a particular model; the composition of the board of directors (or boards - in the German model); legislative framework; disclosure requirements for listed corporations; corporate actions requiring shareholder approval; mechanism of interaction between key participants.

The share capital of American corporations is represented by a huge number of participants. Therefore, no group of shareholders can claim special advantages. The significant dispersion of equity capital, manifested in the large number of investors with relatively small shares in equity capital, is an obstacle for owners to exercise control over the activities of companies. On the other hand, a small investor has the opportunity to sell his shares (which is not so easy for a holder of a large block of shares to do) and thereby express his disagreement with the management of the corporation.

The shareholders' right to participate in the day-to-day affairs of the corporation is limited to the election of the directors of the corporation, who then manage the company on behalf of the owners.

The board of directors of American corporations performs the following functions: overseeing the procedures for the election and re-election of members of the board of directors and management; appraisal financial activities; verification of the corporation's fulfillment of its obligations; ensuring that the corporation's activities comply with the law.

The functions of the board of directors in the UK are similar: assessment of corporate strategy; management of major resources (including key assignments); evaluation of employees' performance; the establishment of corporate standards of conduct. The board of directors consists of executive and independent directors (with the usual composition of 12, there are 9 independent directors). The task of independent directors is to assess the performance of managers, while simultaneously bearing nominal responsibility for the affairs of the corporation.

In Germany, unlike in the United States, most of the share capital of a corporation is held by other corporations, that is, there is a system of cross-shareholding. It covers over half of the total share capital. Individual investors hold less than 20% of the shares. For the most part, these are bearer certificates that are transferred to banks. Thus, the share capital of Germany is highly concentrated (in the USA it is dispersed). Therefore, German equity capital is more interested in controlling the activities of corporations. Unlike the American system, the German one uses the services of the stock market to a lesser extent.

In Germany, the right to represent the board of directors is most often granted to banks and investment companies. The concentration of share capital (and voting rights) leads to relatively direct shareholder representation. The activity of the board of directors is based on the principle: “Multilevel corporation - common interest”.

The board of the corporation consists of two bodies: the supervisory board (consists of independent directors) and the executive board. These bodies separate supervisory and executive functions, i.e. powers and responsibilities. The main task of the supervisory board is to ensure that the company is managed by competent managers. The Supervisory Board is responsible for approving the balance sheet, annual report, and determining the level of dividends.

The Japanese model of corporate governance corresponds to the production organization system. This is the type of organization that characterizes the formation of industrial groups known as keiretsu. It assumes significant bank investment in a highly cross-owned industry. The keiretsu company benefits most not from dividends, but from business relationship with other companies of the group. The management system is a combination of supervision and control over the activities of managers.

The success of Japanese companies is due to a whole range of traits, and one of the most important is their practice of organizing and managing production. Large Japanese corporations are engaged in the development of a strategic plan for their development, by which they understand "a set of fundamental decisions aimed at achieving compliance with the development environment and effective adaptation to its change, skillful use of emerging new opportunities based on the accumulation and development of management resources."

In Japanese practice, there are two approaches to developing a strategic plan. In the first case, the contours of the future are determined taking into account the development prospects resource base (technology, finance, personnel, etc.). In the second, they start from the development goals, and then plan the resources necessary to achieve them.

There are two types of Japanese corporations: "kigyo shudan" and "kigyo guruppu" (or "keiretsu"). The first is represented by six industrial and financial groups: Mitsui, Mitsubishi, Sumitomo, Fuyo (Yasuda), Dai-itichi Kangyo, Sanwa, which have formed around the banks of the same name. Industrial ties between group members are strengthened by a cross-shareholding system, cross-directorate and the practice of weekly meetings of their presidents.

The second type includes groups of enterprises that function as a holistic, organic business unit. Between the head (parent) company and grouped enterprises there are different kinds ties, the main of which are production, "strung" on the production profile of the parent company. Based on the peculiarities of servicing the production needs of the parent company, various types of grouped enterprises can be distinguished.

Russian corporations are created primarily in the form of joint stock companies. A joint-stock company is based on the interaction of the interests of three groups: shareholders who have entrusted their funds to the company, the governing bodies that manage the company, and employees. None of these groups should have a determining influence in society. It is necessary to ensure an appropriate combination of their interests, in which each group has its own role.

When preparing for practical training, along with the above lecture material, one should understand the main features of a joint stock company and familiarize oneself with the regulatory legal documentsregulating the activities of joint stock companies.

The main features of a joint stock company are as follows:

The authorized capital is divided into a certain number of equal parts, expressed by shares (securities of equal par value); the founders' shares may or may not be equal. The person who made contributions to the authorized capital of the company loses the direct rights to the property that he contributed when joining the joint stock company. In the event of the termination of the activities of the joint-stock company, the shareholder receives on his initial contribution a part of the property proportional to the size of his participation in the joint-stock corporation;

Shares can be freely alienated. A shareholder has the right to transfer his shares to third parties, donate, sell, pledge, etc .;

Limited liability participants under the company's obligations with funds invested in the purchase of shares;

The need for qualified management of large share capital;

Exercise of functions of control over the company's activities by members of the audit commission, auditors.

The legal status of a joint stock company, as well as the rights and obligations of shareholders are determined in accordance with the Civil Code of the Russian Federation and Federal Law No. 208-FZ "On Joint Stock Companies" dated 26.12.1995.

The management structure of a corporation (joint-stock company) in a particular country is determined by several factors: legislation and various regulations governing the rights and obligations of all parties involved; the de facto established governance structure in a given country; the charter of each joint stock company. Despite the fact that the provisions of the management system may be different for different joint-stock companies, many factors "de facto" and "de jure" have almost the same influence on them. Therefore, it is possible to formulate the definition of a typical "model" of joint stock company management in different countries.

In each country, the management structure of joint stock companies has certain characteristics and constituent elements that distinguish it from structures in other countries. At the moment, researchers distinguish three main models of managing joint stock companies in developed capital markets. These are the Anglo-American model, the Japanese model and the German model.

The main features or elements of each model are:

Key members of a joint stock company or corporation;

Shareholding structure in a specific model;

Composition of the board of directors (or councils - in the German model);

Legislative framework;

Disclosure requirements for listed corporations;

Corporate actions requiring shareholder approval;

Mechanism of interaction between key participants.

At the same time, it is necessary to understand that you cannot just take one of the models and apply it in another country. The process of forming a specific management model is dynamic: the corporate governance structure always meets the conditions and characteristics of a particular country.

The Anglo-American model is characterized by the presence of individual shareholders and an ever-growing number of independent, ie, non-corporate shareholders (they are called "outside" shareholders, or "outsiders"), as well as a clearly developed legislative framework that defines the rights and responsibilities of three key participants: managers, directors and shareholders and a relatively simple mechanism of interaction between the corporation and shareholders, as well as between shareholders both at annual general meetings and in the intervals between them.

Corporations are a common way of capital accumulation in UK and US corporations. Therefore, it is not surprising that the United States has formed the world's largest capital market, and the London Stock Exchange is the third in the world in terms of market capitalization after New York and Tokyo. Moreover, there is a causal relationship between the prevalence of equity financing, the size of the capital market, and the sophistication of corporate governance. The USA is the largest capital market and at the same time the place of the most developed proxy voting system and unprecedented activity of independent (institutional) investors. The latter also play an important role in the capital market and corporate governance in the UK.

Key players in the Anglo-American model. Participants in the Anglo-American model are managers, directors, shareholders (mainly institutional investors), government agencies, exchanges, self-regulatory organizations, consulting firms that provide consulting services to corporations and / or shareholders on corporate governance and proxy voting.

The three main participants are managers, directors and shareholders. The mechanism of their interaction with each other is the so-called “corporate governance triangle.

The Anglo-American model, which developed under the free market conditions, presupposes the separation of ownership and control in the largest corporations. This legal separation is very important from business and social points view, since investors, investing their funds and owning an enterprise, do not bear legal responsibility for the actions of the corporation. They delegate management functions to managers and pay them to perform these functions as their business agents. The fee for the separation of ownership and control is called "agency services."

The interests of shareholders and managers do not always coincide. The corporate laws in force in countries that apply the Anglo-American model of governance address this conflict in different ways. The most important of them is the election by the shareholders of the board of directors, which becomes their proxy and begins to fulfill fiduciary obligations, that is, to act in favor of shareholders while exercising control over management.

Shareholding structure in the Anglo-American model. In the postwar period, there has been a shift in the UK and the US towards an increase in the number of institutional shareholders as compared to individual investors. In 1990, in the UK, institutional investors owned approximately 61% of the shares of British corporations, and individual investors only 21%. (In 1981, by comparison, individual investors owned 38%). In the United States in 1990, institutional investors owned 53.3% of the shares of American corporations.

The increase in the number of institutional investors has led to an increase in their influence. In turn, this entailed legislative changes, contributing to their activation as participants in corporate relations.

The composition of the board of directors in the Anglo-American model. The board of directors of most UK and US corporations includes both "inside" members ("insiders") and "outsiders". "Insider" ("internal member") is a person who either works for a corporation (manager, performer or employee) or is closely associated with the management of the corporation. An “outsider” is a person not directly associated with or with the corporation.

Traditionally, the chairman of the board of directors and the chief (CEO) executive director have been the same person. This often led to various abuses, in particular, to the concentration of power in the hands of one person (for example, the board of directors is controlled by one person who is both the chairman and the CEO); or concentration of power in the hands of a small group of people (for example, the board of directors consists only of “insiders”); to a situation when the Management Board and / or the Board of Directors are trying to hold on to power for a long period of time, ignoring the interests of other shareholders (“rooting”); also often gross violation of the interests of shareholders.

Back in 1990, one person was simultaneously the chairman of the board of directors and chief executive officer of 75% of the 500 largest US corporations. In contrast, in the UK, most corporations had a non-executive director. However, many of the boards of directors of British corporations were headed by “internal” directors: in 1992, 42% of all directors were independent directors, and 9% of the largest British corporations had no independent director at all.

Currently, both American and British corporations are tending to include an increasing number of independent directors on the board of directors.

Since the mid-80s. in the United Kingdom and the United States, interest in corporate governance began to grow. This was facilitated by a number of factors: an increase in institutional investment in both countries, increased government control in the United States with the provision of voting rights at annual general meetings of shareholders to some institutional investors. And also - activities for the takeover of corporations in the second half of the 80s; excessively high executive salaries in many American corporations; and a growing sense of loss of competitiveness vis-à-vis German and Japanese corporations.

As a result, individual and institutional investors began to inform each other about current trends, conduct various studies, and in an organized manner defend their interests as shareholders. The data they collected were very interesting. For example, research by various organizations has shown that in many cases there is a link between a lack of “vigilance” on the part of the board of directors and unimportant corporate performance. In addition, it was noticed by corporate governance analysts that independent directors often do not have the full volume of information, in contrast to “internal” directors, and therefore their ability to implement effective control limited.

There are a number of factors that have contributed to the increase in the number of independent directors on the board of directors of UK and US corporations. These include: a change in the ownership structure, i.e. an increase in the number and influence of institutional investors and their participation in voting at annual general meetings of shareholders, as well as recommendations of such independent self-regulatory organizations as the Committee on financial matters corporate governance in the UK; and various joint stock organizations in the US.

Board composition and board representation remain important issues of concern to shareholders in the UK and the US. This may be because other corporate governance issues, such as disclosures and interactions between corporations and shareholders, have largely been resolved.

Boards of directors in the UK and US are smaller than in Japan or Germany. A 1993 Spencer Stewart survey of the 100 largest American corporations found that boards of directors are shrinking, with an average of 13 members, up from 15 in 1988.

Legislative framework in the Anglo-American model. In the United Kingdom and the United States, the relationship between managers, directors and shareholders is governed by a set of laws and regulations.

In the United States, a federal agency, Commission on securities and stock exchanges, regulates the activities of the securities market, establishes requirements for information disclosure, and also regulates the relations "corporation - shareholders" and "shareholders - shareholders".

Pension fund laws also affect corporate governance. In 1988, the US Department of Labor, which is responsible for the operation of private pension funds, ruled that these funds have fiduciary obligations, that is, act as "attorneys" of their shareholders in the affairs of the corporation. This ruling had a profound effect on the activities of private pension funds and other institutional investors, who became interested in all matters of corporate governance, shareholder rights and voting at annual general meetings of shareholders.

It should be noted that in the United States, corporations are registered and incorporated in a specific state, and the laws of that state form the basis of the legal framework for the rights and obligations of a corporation.

Compared to other capital markets, the United States has the strictest disclosure rules and a clear system of relationships between shareholders. As discussed above, this is directly related to the size and importance of the securities market in the US economy and in the international arena.

In the UK, the legal framework for corporate governance is set by Parliament and may be governed by the rules of independent bodies such as the Board of Securities and Investments, which is responsible for overseeing the securities market. Please note that this College is not the same state structurelike the US Securities and Exchange Commission. While the UK's legal framework for disclosure and regulation of shareholder relations is well established, some observers believe the UK system lacks self-regulation and requires a public service similar to the US Commission.

Stock exchanges play an important role in the Anglo-American model, which determine the listing requirements, the level of information disclosure and other requirements.

Disclosure requirements in the Anglo-American model. As noted, the United States has perhaps the most stringent disclosure regulations. In other countries that use the Anglo-American model of governance, disclosure requirements are also high, but not to the same extent as in the United States, where corporations are required to publish a wide variety of information. The following information should be included in the annual report or in the agenda of the AGM (the official title of the document is “Notice to Shareholders for a Power of Attorney to Vote”): financial information (in the United States, this data is published quarterly); data on the structure of capital; a certificate of the previous activities of the appointed directors (including names, positions held, relations with the corporation, ownership of shares in the corporation); the size of the salaries (remuneration) paid to executive directors (senior management), as well as information about the payment of remuneration to each of the five highest paid managers (their names must be indicated); data on all shareholders holding more than 5% of the share capital; information about a possible merger or reorganization; proposed amendments to the Articles of Association; and the names of individuals or corporations to be invited for the audit.

In the UK and other countries using the Anglo-American model, the disclosure requirements are similar. However, reports are submitted semi-annually, and generally less data is provided for all categories, including financial information and directors appointed.

Corporate Actions Requiring Shareholder Approval in the Anglo-American Model: Election of Directors and Appointment of Auditors.

There are also other, extraordinary issues requiring shareholder approval. These include: the establishment or amendment of share option plans (which directly affects payments to managers and directors); mergers and acquisitions; reorganization, amendments to the Articles of Association.

There is one important difference between the UK and the US: in the US, shareholders are not allowed to vote on the amount of dividends proposed by the board of directors, while in the UK, on \u200b\u200bthe contrary, this issue is put to a vote.

In the Anglo-American model, shareholders have the right to submit proposals to the agenda of the AGM. These proposals, called shareholder proposals, must relate directly to the activities of the corporation. Shareholders holding more than 10% of the corporation's capital also have the right to convene an extraordinary (extraordinary) meeting of shareholders.

In the United States, the Securities and Exchange Commission has issued many different rules on the form and content of shareholder proposals, the timing and publication of these proposals. The Commission also regulates the interaction between shareholders.

The relationship between the participants in the Anglo-American model. As noted above, the Anglo-American model clearly defines the relationship between shareholders and the relationship between shareholders and the corporation. Independent and self-regulatory organizations play an important role in the management of a joint stock company (corporation).

Shareholders can exercise their voting rights without attending the annual general meeting. All registered shareholders receive the following documents by mail: the agenda of the meeting with all the necessary information, all proposals, the annual report of the corporation and a voting ballot.

Shareholders have the opportunity to vote "by proxy", that is, they fill out a ballot and send it to the corporation by mail. By sending a ballot by mail, a shareholder authorizes the Chairman of the Board of Directors to act on his behalf, that is, act as his proxy and distribute his votes as indicated in the ballot.

In the Anglo-American model, institutional investors and various financial professionals monitor the corporation's activities and corporate governance. These include investment funds (for example, index funds and industry-specific funds); venture capital funds, or funds investing in new corporations; agencies that assess the creditworthiness of borrowers or the quality of securities; auditors and funds targeting bankrupt enterprises or unprofitable corporations.

In the Japanese and German models, many of these functions are typically performed by a single bank. That is, in these models, there is a strong relationship between the corporation and its main bank.

The Japanese model is characterized by a high percentage of banks and various corporations in the composition of shareholders; the banking system is distinguished by strong "bank - corporation" ties; legislation, public opinion, and industry support the keiretsu, (that is, groups of corporations jointly owned by borrowed funds and own capital); the boards of directors of such groups are composed primarily of “internal” members; the percentage of independent members is extremely low (and in some corporations they are not present at all), due to the existing difficulties in voting.

While equity financing is undeniably important in most Japanese corporations, insiders are the main shareholders. Therefore, they play an important role in individual corporations and throughout the system. The interests of external investors are practically not taken into account. The percentage of foreign investors in Japanese corporations is minimal, although even a small number of foreign shareholders could make the Japanese system more convenient for outside shareholders.

Key players in the Japanese model. The Japanese corporate governance system is multilateral and is based around a key bank and financial and industrial networks, or keiretsu.

The main bank and keiretsu are two different but complementary elements of the Japanese model. Almost all Japanese corporations have a close relationship with their main bank. The Bank provides its to corporative clients loans and services for the issue of bonds, shares, maintenance of current accounts and consulting services. The main bank is usually the main shareholder of the corporation.

In the USA, for example, antitrust law prevents one bank from playing so many different roles. The above functions are mainly performed by different structures:

Commercial banks - loans, loans;

Investment banks - issue of shares;

Specialized consulting corporations - proxy voting and other services.

So, as already mentioned, many Japanese corporations have strong financial ties to a network of related corporations. Such networks are characterized by general debt and equity capital, trade in goods and services, and informal business contacts. They are called keiretsu.

Government economic policy also plays a key role in the management of Japanese joint stock companies. Since the 30s. XX century the Japanese government is pursuing an active economic policy aimed at helping Japanese corporations. This policy provides for the formal and informal representation of the government on the board of a corporation when it is in financial trouble.

The key participants in the Japanese model are: the main bank (main domestic shareholder), a corporation-related (affiliated) corporation, or keiretsu (another main domestic shareholder), the board and government. It should be noted that interaction between the participants is aimed at establishing business contacts, and not at establishing a balance of power, as in the Anglo-American model.

Unlike the Anglo-American model, independent shareholders have little or no influence over corporate affairs. As a result, there are few truly independent shareholders, that is, directors representing independent (external) investors. The diagram of the Japanese model looks like an open hexagon.

The foundation, made up of four connected straight lines, represents the interconnection of the interests of four key players: government, governors, bank, and keiretsu. The lines at the top of the figure represent a lack of mutual interest among independent or external actors as they play little role.

Shareholding structure in the Japanese model. In Japan, the stock market is entirely in the hands financial institutions and corporations. As in the United Kingdom and the United States, the number of institutional shareholders in Japan increased markedly in the postwar period. In 1990, financial institutions (insurance companies and banks) owned approximately 43% of the Japanese stock market, and corporations (excluding financial institutions) owned 25%. Foreign investors - about 3%.

In the Japanese model, as in the German model, banks are key shareholders and develop strong ties with corporations by virtue of their multiple various services and their interests intersect with those of the corporation. This is the main difference between these models from the Anglo-American, where such relations are prohibited by antitrust laws. American and British corporations receive financial and other services from a variety of sources, including well-developed securities markets.

The composition of the board of directors in the Japanese model. The board of directors of Japanese corporations consists almost entirely of internal members, i.e., executive directors, managers, heads of large departments of the corporation and the Management Board. If the corporation's profits decline over an extended period, the main bank and keiretsu members can remove directors and appoint their own candidates. Another phenomenon familiar to Japan is the appointment of retired officials from various ministries and departments to the board of directors of the corporation. For example, the Ministry of Finance may appoint a retired official to the bank's board of directors.

In the Japanese model, the composition of the board of directors depends on financial condition corporations. The diagram of the Japanese model provides a visual explanation of its structure.

Attention should be paid to the existence of a relationship between the structure of the owners and the composition of the board of directors of Japanese corporations. In contrast to the Anglo-American model, representatives of "outsiders" are rarely found in its composition of Japanese corporations.

The boards of directors of Japanese corporations are generally larger than those in the US, UK, or Germany. The average Japanese council has 50 members.

Legislative base of the Japanese model. Government ministries traditionally have a huge influence on the development of industrial policy in Japan. These ministries also exercise control over the activities of corporations. However, in last years a number of factors began to slow down the development of a comprehensive economic policy.

First, in connection with the growing role of Japanese corporations at home and abroad, a number of ministries became involved in policy formation, led by the Ministry of Finance and the Ministry of International Trade and Industry.

Second, the increasing internationalization of Japanese corporations has made them less dependent on the domestic market and therefore less dependent on industrial policy.

Third, growth japanese market capital led to their partial liberalization and openness, although insignificant by world standards.

Despite the fact that these and other factors have somewhat disconnected the unified industrial policy in Japan, it is still an important factor in Japanese law, especially in comparison with the Anglo-American model.

On the other hand, there is (although not as effective) independent regulation of the Japanese market by government agencies. This looks somewhat ironic, since Japan's legislative framework was practically copied from the American model after the Second World War. Despite many different amendments and changes, Japanese stock market legislation remains very similar to the American one. In 1971, following the first wave of foreign investment, new laws were passed mandating more complete disclosure. The main regulators are the Treasury's Bureau of Securities and the Stock Exchange Oversight Committee, established under the Bureau in 1992. This bureau is responsible for corporate compliance with existing laws and investigating violations. Despite the mandate of these structures, they have yet to gain de facto independent influence.

Disclosure requirements in the Japanese model. The disclosure requirements in Japan are quite strict, but not the same as in America. Corporations must disclose a lot about themselves, namely: financial information (every six months), data on the capital structure, information about each candidate to the board of directors (including names and surnames, positions held, relations with the corporation, ownership of corporation shares), data on remuneration, principally the largest amounts paid to executive employees and board members, details of proposed mergers and reorganizations, proposed amendments to the Articles of Association, names of individuals and / or corporate names to be invited for audit.

The information disclosure procedure in Japan has a number of significant differences from the American one, which is considered the most stringent in the world. In Japan, financial information is provided every six months, and in the United States, every quarter; in Japan, the aggregate remuneration of managers and directors is reported, and in the US, for each person. The same goes for the list large owners: in Japan, these are the ten largest shareholders, while in the United States, all shareholders owning stakes in excess of 5%. In addition, there are notable differences between Japanese and American accounting standards (GAAP).

Corporate actions requiring shareholder approval in the Japanese model. The usual range of issues requiring shareholder approval in Japanese corporations include the payment of dividends and distribution of funds, the election of the board of directors, and the appointment of auditors.

In addition, without the consent of shareholders, it is impossible to resolve issues related to the capital of the corporation; adopt amendments to the charter (for example, changes in the size and / or composition of the board of directors or changes in the approved type of activity); pay severance pay to directors and auditors; raise the ceiling on remuneration for directors and auditors.

Extraordinary corporate actions requiring shareholder approval are mergers, acquisitions and reorganizations.

Shareholder proposals are relatively new in Japan. Until 1981, the law did not allow shareholders to submit their proposals to the annual general meeting. In 1981, an amendment to the Commercial Code was passed stating that a shareholder who owns at least 10% of the shares of a corporation can make proposals at the annual or extraordinary general meeting.

Interactions between participants in the Japanese model. The mechanism of interaction between key participants helps to strengthen the relationship between them. This is the main distinctive feature Japanese model. Japanese corporations are interested in long-term, preferably affiliated shareholders. Conversely, they try to exclude non-affiliated shareholders from this process.

Annual reports and materials related to the general meeting are available to all shareholders. Shareholders can attend the meeting in person or vote by proxy or mail. In theory, the system is quite simple, but in practice it is very difficult for foreign investors to vote.

The AGM is a purely formal event and corporations do not welcome any objection from shareholders. Moreover, shareholder activity is weakened, albeit informally, also by the fact that most corporations hold their meetings at the same time, thereby discouraging the presence or voting of institutional investors in different corporations.

The German model of managing joint stock companies differs significantly from the Anglo-American and Japanese models. Although there are some similarities with the Japanese model.

Definition

Banks are long-term shareholders in German corporations and, like the Japanese model, bank representatives are elected to the board of directors. However, in contrast to the Japanese model, where bank representatives are involved in the council only in crisis situations, in German corporations, banks are constantly represented on the council. The three largest universal German banks (ie, banks offering a wide range of services) play a major role; in some areas of the country, state-owned banks are key shareholders.

There are three main features of the German model that distinguish it from other models. Two of them are the composition of the board of directors and the rights of shareholders.

First, the German model provides for a bicameral council consisting of a board (executive board) (corporate officials, i.e. internal members) and a supervisory board (representatives of workers, corporate employees and shareholders). These two chambers are completely separate: no one can be a member of the Management Board and the Supervisory Board at the same time.

Secondly, the size of the supervisory board is established by law and cannot be changed by shareholders.

Thirdly, in Germany and other countries that use the German model, restrictions on the rights of shareholders in terms of voting are legalized, that is, the number of votes that a shareholder has at a meeting is limited, which may not coincide with the number of shares that this shareholder owns.

Most German corporations prefer bank financing to equity financing, so the capitalization of the stock market is small compared to the strength of the German economy. The percentage of individual shareholders in Germany is low, reflecting the general conservatism of the country's investment policy. Therefore, it is not surprising that the management structure of a joint-stock company has been shifted towards contacts between key participants, namely, banks and corporations.

The system is somewhat controversial in relation to small shareholders: on the one hand, it allows them to make proposals, on the other, it allows corporations to impose restrictions on voting rights.

The percentage of foreign investors is quite large: in 1990 it was 19%. This factor is gradually beginning to influence the German model, as foreign investors from the European Community and other countries begin to defend their interests. The expansion of the capital market is forcing German corporations to rethink their policies. When Daimler-Benz AG decided to list its shares on the New York Stock Exchange in 1993, it was forced to adopt the existing common US financial reporting standards. These standards provide more transparency than the German ones. For example, Daimler-Benz AG had to report large losses that could have been hidden by applying German accounting principles.

Key members of the German model. German banks and, to a lesser extent, German corporations are key players in the German governance model. As in the Japanese model described earlier, the bank plays several roles: it acts as a shareholder and lender, issuer of securities and debentures, depository and voting agent at annual general meetings of shareholders. In 1990, the three largest German banks (Deutsche Bank, Dresdener Bank and Commerzbank) were on the supervisory boards of 85 of the 100 largest German corporations.

In Germany, corporations are also shareholders and may have long-term investments in other unaffiliated corporations, that is, corporations that do not belong to a particular group of related (commercially or industrially) corporations. This type is similar to the Japanese model, but fundamentally different from the Anglo-American one, where neither banks nor corporations can be key institutional investors.

The inclusion of representatives of workers (employees) in the supervisory board is an additional difference between the German model and the Japanese and Anglo-American models.

Shareholding structure in the German model. The main shareholders in Germany are banks and corporations. In 1990, corporations owned 41% of the German stock market and institutional investors (mainly banks) 27%. Institutional agents such as pension funds (3%) or individual shareholders (4%) do not play an important role in Germany. Foreign investors owned 19% of the market in 1990; now their influence on the German management system of joint stock companies is increasing.

The composition of the Management Board ("Vorstand") and the Supervisory Board ("Aufsichtsrat") in the German model. The bicameral government is a unique feature of the German model. German corporations are governed by a supervisory board and management board. The Supervisory Board appoints and dissolves the Management Board, approves management decisions and makes recommendations to the Management Board. The Supervisory Board usually meets once a month. The Articles of Association of the corporation stipulate documents that require approval by the supervisory board. The board is responsible for the day-to-day management of the corporation.

The board consists exclusively of employees of the corporation. The supervisory board includes only representatives of workers (employees) and representatives of shareholders.

The composition and size of the supervisory board are determined by the Industrial Democracy and Employee Equality Acts; these laws also determine the number of representatives elected by the workers (employees) and the number of representatives elected by the shareholders.

The size of the supervisory board is established by law. In small corporations (fewer than 500), shareholders elect the entire supervisory board. In medium-sized corporations (the size of the corporation depends on the size of funds and funds and the number of employees) employees elect one third of the supervisory board of 9 people. In large corporations, employees elect half of the 20-member supervisory board.

It should be noted that there are two main differences between the German model and the Japanese and Anglo-American models:

1. The size of the supervisory board is established by law and is not subject to change.

2. The supervisory board includes representatives of workers (employees) of the corporation.

The fact that the supervisory board does not include "insiders" does not at all mean that it includes only "outsiders". The members of the supervisory board, elected by the shareholders, are usually representatives of banks and corporations, that is, large shareholders. It would be more correct to call them “affiliated outsiders”.

Legislative base of the German model. Germany has strong federal traditions. Federal and local (land) laws affect the governance structure of joint stock companies. Federal laws include laws on joint stock companies, laws on stock exchanges, commercial laws, as well as the laws listed above on the composition of supervisory boards. However, regulation of stock exchanges is the prerogative of local authorities. Federal agency on securities was created in 1995. It supplemented the missing element of German law.

Disclosure requirements in the German model. Germany has quite strict rules for disclosing information, but less stringent than the United States. Corporations must provide a variety of information in the annual report or at general meetings, including financial (every six months), data on the capital structure, limited information about each candidate for the supervisory board (indicating the name and surname, address, place of work and position), aggregate information on remuneration paid to members of the Management Board and the Supervisory Board, information on shareholders owning more than 5% of the corporation's shares; information on a possible merger or reorganization; proposed amendments to the Constitution; and the names of persons or corporations to be invited for the audit.

Disclosure rules in Germany differ from those in the United States. For example, financial information is reported semi-annually, rather than quarterly, as in the United States, aggregate data on remuneration to directors and managers is provided, unlike individual information in the United States, information on members of the supervisory board and their ownership of corporate shares is not provided. In addition, there are notable differences between German and American accounting standards.

The main difference in the German financial reporting system is that German corporations are allowed to have significant retained earnings, which allows corporations to understate their value.

Until 1995, German corporations were required to disclose the names of persons holding more than 25% of the corporation's shares. In 1995, this limit was lowered to 5%, which is in line with American standards.

The corporation's actions requiring the approval of shareholders in the German model: distribution of net income (payment of dividends, use of funds), ratification of decisions of the Management Board and the Supervisory Board for the past financial year, election of the Supervisory Board, appointment of auditors.

Approval of decisions of the Executive Council (Management Board) and the Supervisory Board essentially means a “seal of approval” or “vote of confidence”. If shareholders want to take any legal shares against individual members or against the Council as a whole, they will refuse to ratify the decisions of the council over the past year.

Unlike the Anglo-American and Japanese models, shareholders do not have the right to change the size or composition of the supervisory board. The size and composition of the Council are established by law.

Also require the approval of shareholders: the decision on the implementation of costs (which automatically recognizes preemptive rightsunless rejected by shareholders), cooperation with affiliates, amendments and changes to the Articles of Association (for example, changing the approved type of activity), increasing upper limit remuneration to members of the supervisory board. Extraordinary actions requiring shareholder approval are mergers, acquisitions, and reorganizations.

In Germany, shareholder proposals are commonplace. After the agenda of the annual general meeting has been announced, shareholders can submit proposals of two types in writing: counter-proposal, that is, contrary to the proposal of the Management Board and / or the supervisory board included in the agenda. It can concern an increase or decrease in the amount of dividends, or, for example, present an alternative candidate to the supervisory board. The shareholder proposal may contain an addition to the agenda. Examples of shareholder proposals: alternative candidates to the supervisory board, conducting a special investigation or verification, a request to remove restrictions on the right to vote, recommendations for changing the capital structure.

If these proposals meet all the specified requirements, the corporation must announce them and notify shareholders before the meeting.

Interaction between participants in the German model. The existing legal framework in Germany takes into account the interests of employees, corporations, banks and shareholders. The multifaceted role of banks has been discussed earlier. In general, the system is focused on key players. But, despite this, a lot of attention is paid to small shareholders, for example, the aforementioned proposals of shareholders are allowed.

However, there are certain obstacles to the participation of shareholders in management, namely, in terms of the powers of banks as depositories and voting members.

Most German shares are bearer shares (they are not registered). Corporations issuing such shares must announce annual general meetings in government publications and submit their annual reports and agenda to the custodian bank, which in turn sends these materials to interested shareholders. This procedure often complicates the receipt of materials by foreign shareholders.

In Germany, most shareholders buy shares through a bank, and banks, as depositories, have the right to vote at meetings. The process is as follows: a shareholder gives the bank a power of attorney, according to which the bank has the right to vote within a specified period - up to 15 months. The corporation sends the agenda and the annual report to the depositary bank. The bank transfers these materials to the shareholder, as well as its recommendations for voting. If a shareholder does not give the bank special instructions on voting, the bank is entitled to vote at its discretion. This leads to a potential conflict of interest between the bank and the shareholder. It also leads to increased banking influence in voting, as not all shareholders give instructions to banks to vote and banks vote at their own discretion. But since the number of individual shareholders in Germany is small, this does not pose much of a problem, although on the other hand it reflects the “pro-bank” and “anti-equity” side of the system.

In addition, legal restrictions on voting rights and the inability to vote by mail also prevent shareholders from participating in corporate affairs. As already mentioned, the shareholder must either attend the meeting in person or be represented by his depositary bank.

Despite these obstacles, small shareholders are not excluded from the process and at meetings often present their proposals against the managers every year. In Austria, small shareholders are less active. Maybe because the Austrian government is directly or indirectly a large shareholder in most corporations.

Types of corporate associations. The most common forms of corporate associations in world practice are:

1. Cartel

3. Syndicate

5. Concern

6. Consortium

7. FIG (financial and industrial group)

8. Conglomerate

9. Holding

11. Association

12. Franchise

The cartel is one of the main forms of agreements on market monopolization, in contrast to concerns and trusts that do not directly affect the production and commercial independence of entrepreneurs who have joined the union, agreeing among themselves on monopolization and market division, on the volumes (quotas) of production and sale of products, sales conditions goods and labor, prices and payment terms, rationalization of production and management, exchange of partners. There are domestic, export, import and international. They are created with the aim of limiting competition, monopolizing the production and sale of a particular product, establishing a single monopoly price binding on all parties to the agreement and obtaining a higher than average profit.

Corner is a form of corporate associations for the purpose of transferring, accumulating, using capital to master the markets of any product. The combined capital is used to buy up shares of individual corners of interest to the corners in order to subsequently resell them or to acquire a controlling stake.

Syndicate is an association of enterprises that produce homogeneous products in order to organize their collective marketing through a single trade network. Merged corporations lose their commercial independence. the main objective creating a syndicate - solving sales issues.

A trust is an association of enterprises, firms, within the framework of which the participants who became its members lose their production and technical independence, are guided in their activities by the decisions of the management center.

The Concern is a voluntary association of enterprises carrying out joint activities based on the centralization of the functions of scientific, technical and industrial development, as well as investment, financial and foreign economic activities, and the organization of self-supporting services for enterprises. It has general financial resources for development, a single scientific and technical potential and stable cooperative ties between its member organizations. They can be sectoral and inter-sectoral, they unite enterprises of different specializations, which are in stable cooperative ties. It is formed around a large parent company or holding that controls several legally independent companies.

A consortium is a temporary association of corporations, banks and other independent business entities. It is created to solve specific problems, such as, for example, the joint conduct of large financial transactions for the placement of loans, shares; implementation of science-intensive or capital-intensive projects, incl. international.

FIG (financial and industrial group) is a group of legally independent enterprises, financial and investment institutions registered in accordance with the established procedure in the relevant departments, which have combined their material resources and capital to achieve a common economic goal.

Conglomerate association - a group of enterprises owned by one firm and carrying out one or more stages of production of dissimilar products (not competing with each other).

A conglomerate merger is the merger of a firm in one industry with a firm in another industry (which is neither a supplier, nor a client, nor a competitor).

Holding is a joint-stock company that owns controlling stakes in one or several corporations, manages or controls their activities and determines the overall development strategy.

The Union is an association based on sectoral, territorial and other criteria in order to ensure the common interests of the participants in state, international and other organizations.

Association - a voluntary association of individuals and (or) legal entities for the purpose of mutual cooperation while maintaining the independence and independence of the members of the association.

Franchise (French franchise - benefit, privilege) - an association, according to which large corporation undertakes to supply a small company with its goods, advertising services, technologies, to provide services in the field of management, marketing, taking into account local conditions or the characteristics of the company served.

The main goals of combining enterprises in a corporation are the following:

Increase in market share;

Improving the quality of goods;

Reduced costs compared to competitors;

Expanding the range of products and increasing their attractiveness;

Strengthening reputation with consumers;

Improving the quality of service;

Expanding the application of innovations;

Strengthening competitive positions at the international level;

Income growth;

Growth of dividends;

Increased return on invested capital;

Growth in cash flows;

Increase in stock prices;

Improvement and optimization of the structure of income sources.

The creation of corporate associations will allow the combined structures to increase the competitiveness of both their final product and the business as a whole. It is the solution of these problems for our national economy that should become the real result of the ongoing market reforms.