УДК: 658.14/17

doctor of economic sciences, professor Kruglov V. N.

NOU VPO "Institute of management, business and technology"

Innovative development: the effect of the reorganization

In practical implementation it is necessary to consider the diversity of forms and methods of reorganization, without which knowledge it is impossible to correctly choose a suitable idea to optimize the existing company situation. All types of reorganization are governed by Civil law and therefore are most of the theoretical aspect, but in special cases may be of practical importance [2, p. 121]. In the case of deviations from norms GK the Russian Federation the decision on the reorganization and the act of registration of the legal entity resulting from the reorganization of the other entity may be declared invalid by a decision of the judiciary.

It is very important to be able to recognize the form of reorganization in conjunction with the laws governing safety, as this has a huge impact on the development of a plan of reorganization of the company. If the supervisor does not have sufficient amount of knowledge on this issue and to review not enough time, it is better to engage a specialist that will deal with many nuances difficult reform activities [1, p. 186].

Here is the form of reorganization of the activities and their brief, but the most common characteristics. Shapes can be subdivided into the following types:

1. Depending on the initiator of the reorganization.

1.1. Forced reorganization may be made only by the court or by the authorized state body, such as the Federal Antimonopoly service.

1.2. Voluntary reorganization – can be carried out by the founders of the organization or legal entity having the authority and acting on the basis of constituent documents (most often of the Charter or power of Attorney).

2. Depending on the form definition of the reorganization on the merits.

2.1. The selection is the most complex form of reorganization, which means that when you create one or more new societies, they passed part of the rights and obligations of the reorganized company, which continues to exist. The main difference between forms of separation from the rest of the reorganized society is not lifted, when in other forms terminated the activity of at least one legal entity. The procedure for voluntary reorganization in the form of allocation refers to the General meeting of shareholders.

For clarity of explanation of the concept of "allocation" is invited to consider the example of the forced reorganization: the market of river transportation there are several commercial organizations (JSC "Osetrovsky river port", JSC "LPG", JSC "LORP") engaged in business activities on the river Lena, and located in a dominant position. These leading companies have committed 2 or more violations involving the antitrust laws. If this situation does not hinder the development of competition in the sector under consideration, then the FAS has the right to take a decision on compulsory reorganization of these companies through the allocation from its structure of 1 or more organizations based on structural units.

2.2. Separation is the termination (liquidation) of legal entity, in the process transferring all its rights and obligations to a newly created legal entity. Reorganization in the form of splitting is performed in the case of approval the following decisions at the General meeting of shareholders on reorganization in form of division; the creation of new companies; approval of the separation balance sheet; on the procedure of conversion shares.

Reorganization of a legal entity by converting in order to minimize tax costs has virtually no meaning. In accordance with article 50 of the Tax Code of the Russian Federation – execution of obligations on payment of taxes of the reorganized legal entity are transferred to its successor in the matter: has anyone reorganized the company with its obligations or not. You should pay attention to the fact that if the restructuring inspection bodies did not commit any violations, after the reorganization, no penalties are the place to be.

2.4. The merger is one of the forms of reorganization, which provides for the creation of a new society by equipping him with all the rights duties of 2 or more societies with the end of the last, and created in the process of merging the entity becomes a full legal successor to all rights and obligations of the merged organizations.

Reorganization of the merger is more likely to occur if you have the desire to strengthen the position in a particular market. To this method is prefer to use companies with different profiles – conglomerate mergers, the main purpose of which is to obtain high profits in countries with low tax rates and reduced taxes on financial activities.

As an example of this form of reorganization driven company, "Hanson" [3] (specializes in the acquisition of technologically simple businesses a stable market). "Hanson" is trying to reduce production costs in the acquired company, applies a clear and strict system of control of the managers. It is austerity measures and control help losing before the results are output to a higher level.

2.5. Joining is a form of reorganization, which is characterized by the transfer of all rights and obligations on the basis of the transfer certificate to another entity. Attachable entity ceases its activities, leaving the succession already existing entity. This form of reorganization is used for optimization of budget expenditures. The main disadvantage of joining – the presence of the successor, as there is a threat of bringing him before the tax authorities and creditors for the activities of the defunct company, and consequently, we should expect the imposition of vicarious criminal liability of former owners and the management.

Reorganization of the company often correlate to processes such as changing the scale and changing the direction of production activities, organizational changes, etc. the Use of each form of reorganization could expect one or another unfortunate consequence that can be avoided if the time to compute the probable risks, while implementing the necessary measures and competently implement the reorganization process necessary methods [4].

But before proceeding to the study of methods of reorganization, it is necessary to determine the importance of holding such events. Untimely and inappropriate use of methods of reorganization is a common mistake business leaders. The errors in this process can be fraught with failure strategically important for organizational innovations. To avoid adverse impacts to the head should always be ready adequate tool for assessing the situation and choosing the best options when conducting institutional reforms. With the introduction of innovations in the management system takes into account the 2 main options:

(a) the Degree of urgency of innovation and the time resource available to successfully perform the procedure of introduction of innovations;

b) psychological, vocational and technological training to global changes in the company.

Finally, you should consider methods that can be used during the reorganization of an entity:

1. Coercive method is characterized by the use of force to smooth or to overcome resistance from the staff. The use of such a method is permissible in terms of critical time constraints, but requires high costs, which may not afford the company with a small budget. In addition, the process of using coercive method is useless in the reorganization due to the following aspects:

• The decline in the quality of strategic decisions due to the lack of understanding of the need to increase competence;

• It is impossible to eliminate the cause of resistance;

• The appearance of ignoring the instructions for the implementation of changes;

• Too high-risk innovations.

Due to strict measures of a coercive method, employees adjust themselves and their colleagues against the head, ignoring his demands, which leads to stagnation in the process of reorganization. Before applying this method, the supervisor should carefully consider the fact that there are more lenient measures, but to every employee needs to apply an individual approach, which will be expressed by the motivation, understanding, sympathy, support and training from the management.

2. Method of adaptive changes is the gradual emergence of minor changes in the process of strategic changes over a long period of time. This method will not be effective in case of extraordinary events in the external environment, but the benefits will be noticeable when favorable and unfavorable trends in the external environment easy to predict.

The feature of this method is that the process will not be managed by higher level management staff, and special staff of the project team, which solves conflicts by compromise and deals. The establishment of such groups should have a positive impact on employees, because they never feel fear or panic, as before TOP managers, but keep your distance, since they are lower in the hierarchy, does not want to be punished and deprived of motivation.

3. Method of crisis management is designed for use in situations where changes in the environment threaten the existence of the administration. The task of leadership is not fighting with the resistance of subordinates, and measures to prevent panic, support.

4. Management of resistance is referred to as an intermediate method that can be implemented in terms of developments in the external environment. The peculiarity of this method lies in the urgency with increasing urgency – a method is forced, with the fall of the rate of urgency – adaptive. This method can be called effective in the case when the random effects of the external environment is not solitary, but a recurring one. The disadvantages of the method are considerable complexity to the implementation, continuous supervision of the top management that is easy to overcome, being able to plan actions in unpredictable situations.

The method of control of resistance is the minimum resistance control involved in the changes of the first unit. In the process of use of new types of motivation that employees demonstrate positive changes [5].

The merger provides for the creation of a new society by equipping him with all the rights duties of 2 or more societies with the end of the last, and created in the process of merging the entity becomes a full legal successor to all rights and obligations of the merged organizations. This type of reorganization could come OOO "STK", if the purpose of leadership was to gain positions in a particular market.

If we talk about the remaining forms, the selection can be immediately dropped because the reorganized company continues its existence. The conversion is also not ideal because of the reorganized legal entity ceases to exist, and all of its rights and obligations under the deed of assignment transferred to a legal person, i.e. any changes this form of reorganization will not suffer.

Therefore, in order finally to determine the form of the reorganization, it is necessary to analyze technical and economic capacities of the company, to highlight weaknesses.

During the process of liquidation LLC "STK" it is possible to apply a method of crisis management. As already mentioned, the task of leadership is not fighting with the resistance of subordinates, and measures to prevent panic, support. Method of adaptive changes appeared to be most suitable in the early stages of development, because the growth process of the company will be covered by the gradual and minor changes in a long time.

Literature:

1. Vasilieva N. And., Kruglov V. N. Problems and prospects of development of small forms of management in the economic structure of the region: innovation and investment aspects. – Kaluga: Publishing house "Noosphere", 2012. – 202 p. – ISBN 978-5-905856-12-5.

2. Kruglov V. N., Aleksandrov E. L. Chapter 8. The achievement of options for sustainable economic development of territories on the basis of innovative transformations. – Sustainable economic development of regions: Monograph, Volume 4/ ed. bu L. Shlosman. – Vienna: "East West" Association for Advanced Studies and Higher Edukation GmbH, 2014. – 214 p. – pp. 120-132. – ISBN-13 978-3-902986-46-7. – ISBN-10 3-902986-46-8.

3. The official website of "Hanson": http://chhanson.com/company.html;

4. Portal State programs of the Russian Federation: http://programs.gov.ru/Portal/programs/list;

5. The portal of public procurement: http://zakupki.gov.ru/wps/portal/base/topmain/home