УДК: 658.14/17
doctor of economic
sciences, professor Kruglov V. N.
NOU VPO "Institute
of management, business and technology"
Business re-engineering: problems
and solutions
At the present stage of development of allocated
powerful management tool for global transformation of the company activity is
the restructuring of business processes, decision on the implementation of
which comes from the main face of the company in the presence of negative
indicators of production and financial activity, or in identifying various
abnormalities in the processes that need to be optimized. Depending on the
constantly changing and almost uncontrollable external environment of an
organization, it is often possible to observe the defeat of the team of
specialists when you try the various methods of reorganization for the
improvement of the company. To achieve the desired results helps not only the
great experience of managers, their subordinates and additionally involved
stakeholders, but also the creation of a powerful and relevant strategies that
should be adapted to external changes.
In connection with the financial and economic crisis
in Russia, there is a peculiar tendency among enterprises of various types is
an increase in the number of reorganizations of the subjects of economic
activity, and some can be reorganized for the sole purpose of optimizing
business processes, and pursue some vague goals (for example, hiding
information from creditors through reorganization is achieved much easier than
in liquidation).
In the legislation of the Russian Federation and
foreign countries there is no single approach that explains the essence of
reorganization [1]. It can be seen as a method of creation or termination of a
legal entity in various forms. According to article 34 of the Federal law
"On protection of competition" outstanding important fact that you
should know about the reorganization of the company's activity:
"commercial company, which was created without the consent of the
Antimonopoly authority, including as a result of consolidation or merger with
other business organizations, is liquidated or reorganized in the form of
separation or discharge at the suit of the Antimonopoly authority in the
courts".
Due to this peculiarity of Russian law, reorganization
often put on a level with the liquidation, but such a theory cannot be
considered as absolutely correct. This judgment is due to the fact that the
quote from FZ are not entirely correct: the law is designed to restore
competition that was violated by a commercial entity, but the legislator does
not provide information on how the distribution of shares of new companies to
the shareholders of the company reorganized through the allocation. Therefore,
the search for the precise definition of the concept of reorganization in the
legislation will not succeed, but on the basis of the received information can
be read independently.
So, it can be concluded that the reorganization is a
termination or other change of legal status of legal persons, carried out by
the founders of the organization or by a court decision and authorized state
bodies, based on the occurrence of such relations between legal entities in
which there is a creation of one or more new businesses, or termination of
existence of the reorganized companies. In actual practice, in the process of
reorganization of the company, the founders of the legal entity are obliged to
inform creditors of its decision in writing. After receiving notice of the
reorganization, the creditors have the right to demand termination and early
performance of obligations and compensation of the debtor.
An interesting example of reorganization may prove to
be the situation in the Integra group [2], which currently occupies a leading
position in Russia in the sphere of land-based oil services service. The
President of the company claimed that it is necessary to modernize the outdated
methods of management and put the company in the national market leaders. This
idea could be estimated and be called a genius, if the main purpose of the management
of the group of companies "Integra" was not a reduction in staff and
elimination of the structural subdivision of LLC "Integra-Drilling",
which in 2014 have failed in mobilizing the drilling rig, causing a dangerous
situation on oil and gas field, in which the company suffered significant
losses.
With the decision of the President of Integra group
can agree, because it's easiest to eliminate the Department, avoiding the
significant costs that would have to reimburse the continuation of the structural
unit. This idea was implemented recently, but great success it has brought.
Although part of the loss was recovered, and the other part was transferred to
the head company, there was a major problem with mass discontent employees. The
following are the disadvantages of the reorganization, which has funded
employees of Integra group:
1) the Parent company – LLC "Integra
Management" deprived of its employees wages at 2.5 months, as these funds
were used to pay off debts for reimbursement of the cost of the Drilling rig
and associated costs;
2) got under reduction competent experts who could
provide enormous assistance in the restoration of abandoned or newly
established similar units and also help in optimizing the business processes of
any of the existing subsidiaries;
3) staff were confused in connection with the
"forced" resignation of valuable employees so they began to be
skeptical to take any initiative leadership about improving management
efficiency and other upgrades in connection with the fear of losing their
place. This situation within the company in the end result can lead to ignoring
staff instructions, that in response they will get a forceful method of
reorganization, characterized by severe measures.
From this example we can conclude: the management of
the company should not have to attribute the reduction in staff as
"reorganization", and had to present them information so that staff
was confident that the cost reduction is the only way for the survival of the
company, and synergy staff will help to overcome a temporary difficulty. It is
important to get employees to believe that through the joint efforts of
unpleasant incident will end with the prosperity of the company and
opportunities for each Group member.
For comparison it is also necessary to consider the
example of the reorganization on the example of a foreign company Transport for
London ("TFL") is a public law Corporation, which is the functional
unit of the greater London authority established to manage the transport system
of the capital of great Britain, with the aim of coordinating the activities of
urban public transport, maintenance of traffic lights and main roads [5]. Such
an example was not chosen by accident, because the reorganization of the
company was built on a strong and well-thought-out idea, which was communicated
to all stakeholders, helping to overcome barriers to the dissatisfaction of
employees. The creation of the company "TFL" followed by transfer to
the outsourcing of the London underground, buses, taxis, traffic control on the
streets, repair and maintenance of highways. These functions were previously
done by a special Agency, but the UK government has developed a plan that
provided for the transfer of rights unregulated government agencies specialised
enterprise "TFL" created by the government as part of the
implementation of the project on the optimization of the transport system.
This project was to create an integrated transport
system in London, which should govern the activities of the various modes of
transport without considering the interests of residents. Implementation of the
government's ideas have received good results: only "TFL" now
controls the work of their constituent parts, but at the same time keeps them
autonomy.
Having considered two examples of restructuring in
Russia and the UK, we can conclude that the creation of a competent idea of
reorganization allows the company to find new ways to large-scale
organizational decisions. In addition to the above advantages the right idea
attracts talented project managers, unites the interests of the various
stakeholders, which allows us to implement innovative strategies and achieve
their goals.
At the present stage in the Russian business for
fundamental change very often used reorganization of limited liability
companies ("LLC"). In spite of state intervention in the regulation
of issues related to the reorganization of operations "LLC", the
civil code, as well as other Federal laws, does not give detailed suggestions
for carrying out this complex procedure.
The lack of information in Russian legislation leads
to serious problems associated with the impossibility of application of certain
provisions of the civil code to specific situations [3]. The errors in the
reorganization process can lead to valuable care staff, resistance to change,
failure of system, the lack of expected changes, etc. in the process of
discussing the practical part and have fewer misunderstandings, it is necessary
to address the most pressing issues related to the reorganization
"LTD" in the form of separation. This form is chosen for the reason
that it is the most complex and, therefore, interesting.
You should pay attention to the complexity and
importance of the issue regarding the transfer of promissory notes of the
separation balance sheet, "consisting of the balance sheet of the
reorganized company and the balance sheets of the reorganized and newly
emerging societies" [4], there is therefore a need to consider the
features associated with this system value indicators.
In the process of adoption by the General meeting of
participants of the decision on reorganization must specify on the notice of
tax authorities at place of registration. On the basis of this notice is an
entry in the register that the legal entity is in the process of
reorganization. It is also recommended that the need to make such notification
to the draft decision on the reorganization and keep in mind this
responsibility in the reorganization.
Compliance with these requirements, their further
improvement and transformation can be of a big help in solving problems of
management of enterprises.
Literature:
1.
"Methodical instructions on
formation of accounting statements at reorganization of organizations" -
Annex to the Order of Ministry of Finance of the Russian Federation dated
20.05.03, No. 44: http://mvf.klerk.ru/zakon/mf44n_040808.htm
2.
Official site of Integra group:
www.integra.ru
3.
The portal of public procurement:
http://zakupki.gov.ru/wps/portal/base/topmain/home
4.
The official website of
"Hanson": http://chhanson.com/company.html
5.
The official website of
"TFL":
http://www.tfl.gov.uk/fares-and-payments/replacements-and-refunds.