In 2006 – early 2007, the process of reforming the purpose-oriented companies was nearly completed. By early 2007, approval had been granted to the projects of reforming out of 71 energy joint-stock companies (JSC-energo), and the formation of all 6 thermal whole-sale thermal-power generating companies (OGK) had been completed. By 1 March 2007, the formation of the purpose-oriented structure of TGK-3, TGK-4, TGK-5, TGK-6, TGK-9, TGK-13 (“The Yenisei TGK”), and TGK-14 had been completed; the purchase contracts for power-generating property had been signed by the parties in the persons of “Kuzbasenergo” (TDK-12) and “Altaienergo”; and the first phase of reorganization of TGK-1, TGK-2, TGK-8, and TGK-10 had been completed. By now, the process of the grid compaSection Institutional Problems nies’ spinning-off is practically completed. 55 out of the initially planned 56 main grid companies have already been created on the basis of the reorganized JSCs-energo22.
At the shareholder meeting on 26 October 2007, the final reorganization of the RJSC “The UES of Russia” received full support of the participants.
In autumn 2007, in the course of the first stage of reorganization, the OJSC “OGK-5” and the OJSC “TGK-5” span off from the RJSC “The UES of Russia”. These companies were ready to function fully independently and to implement long-term investment projects. They have already carried out additional issues of shares, attracted strategic investors into their share capital, and attracted investments in development. At the same time, the State’s share in the authorized capital of these companies will not diminish, because of their spinning-off from the RJSC “The UES of Russia”, below 25% plus 1 share (the size of a blocking parcel of shares). As a result of the first reorganization, the shareholders of the RJSC “The UES of Russia” will receive, in addition to their shares therein, shares in the OJSC “OGK-5” and the OJSC “TGK-5” in proportion to their share in the authorized capital of the holding company.
The number of shares in the RJSC “The UES of Russia”, owned by them, remains unchanged.
The second phase (to be over by 1 July 2008) will see the completion of the structural reorganization of the holding company’s assets: the spinning-off, from the OJSC “The UES of Russia”, of all the purpose-oriented companies of the branch (FSK, OGK, TGK, etc), and the discontinuation of the activity of the head company – the OJSC “The UES of Russia”23.
5. 1. 5. State Corporations as a New Element of the State’s Property Policy at the Present Stage The year 2007 introduced new realities in the State’s property policy with regard to state property management. The case in point is the creation of state corporations, which are now viewed as an integral part of development institutions alongside special economic zones and the Investment Fund.
As such, the term “corporation” has several meanings. In a most general sense, it denotes a body of persons who have joined together for achieving some goal and have formed a separate subject of law – a new juridical person. As a rule, a corporation as a form of a transacting business envisages shared liability of its participants and the participation of professional hired managers in its management24. As regards the practice of countries with developed market economies (primarily the USA), the notion of “corporation” is frequently identified with joint-stock societies. Hence the notion of “corporatization”, used in analysis of property reform in transition economies (including Russia) as a synonym of transforming the former state-owned enterprise into joint-stock companies in course of privatization. Accordingly, in Russian publications (both of popular scientific and journalistic character), state corporations were viewed, until recently, as big joint-stock companies, mostly created in course of privatization, where the State continued its equity participation and exercised, more or less www.rao-ees.ru.
Finansovo-kreditnyi entsiklopedicheskii slovar’ [The encyclopedic dictionary of financial and credit terms] / Collective authorship; A. G. Griaznova, Ed. Moscow: Finansy i statistika [Finances and Statistics], 2002, p. 435.
RUSSIAN ECONOMY IN trends and outlooks successfully, its shareholder rights (for example, the RJSC “The UES of Russia”, “Gazprom”, “Rosneft” etc), which was not entirely correct25.
However, so far as a large number of countries with market economies (in the main Western European) are concerned, the period of strengthening the regulating role of the State – starting from the second third of the 20th century – was characterized by large-scale state entrepreneurship, one type of whose institutions, alongside economic societies (mainly joint-stock ones), was the specially established state enterprises with juridical-person status. In some countries (for example, in the United Kingdom) they got the name of “state corporations”. The main purpose of these enterprises was to dampen market collapses, such as those typical of the 1930s depression, to develop and regulate those branches of the economy where the actual capabilities of private capital were clearly insufficient for their modernization, and for successful competitive struggle on world markets. Political factors also played a rather prominent role.
In the Russian legal field, the first mentioning of state corporation as a separate organizational and legal form dates back to summer 1999, when Law of 12 January 1996, No. 7-FZ, “On Nonprofit Organizations” was amended by Article 7.1, which established that state corporation should be defined as a nonprofit organization, without membership, constituted by the Russian Federation on the basis of a property contribution and created for purposes of performing social, managerial, or other socially useful functions. A state corporation should be created on the basis of a federal law. The property transferred to a state corporation by the Russian Federation becomes the ownership of the state corporation. A state corporation is not liable for the obligations of the RF, and the RF is not liable for the obligations of a state corporation, unless provided otherwise by the law envisaging the creation of a state corporation.
Until recently, the only examples of functioning state corporations were the Agency for the Reconstruction of Credit Institutions (ARCI), created for the purpose of overcoming the consequences of the 1998 financial crisis in the banking sector26, and the Agency for the Insurance of Deposits (AID), created in 2004 for purposes of performing the functions concerning the mandatory insurance of the population’s deposits.
It is true that there were several organizations, created in the first half of the 1990s, whose names included the term “corporation”. However, in reality, they operated in the organizational-legal forms other than state corporation as a variety of nonprofit organization, as it was defined in the 1996 law.
Among such organizations, there were the federal contract corporations “Roskontrakt” and “Roskhleboprodukt”, organized in 1992 as joint-stock societies for the purpose of carrying out government purchases; the State Investment Corporation (“Gosinkor”) and the Russian Financial Corporation (RFC), created in 1993 with the status of state enterprises designed Of course, the term “corporation” can have another meaning, and can be applied not only with regard to juridical persons. For example, it can denote a group of persons, a professional association (a physicians’, or officers’, or judges’ corporation, etc). Apparently, it is this very meaning that have given rise to the use of the term “corporate state” with regard to the political regimes in a number of countries (for example, Spain and Portugal in the 1930s– 970s).
Initially registered as a non-crediting institution in the form of a JSC (with the RFFP being the founder), it obtained the status of a state corporation after the adoption of Federal Law “On the Restructuring of Credit Institutions” of 8 July 1999, No. 144-FZ, and after the corresponding alterations have been introduced in the Law on Nonprofit Organizations.
Section Institutional Problems to stimulate investment activity; and the Federal Food Corporation (FFC), created in with the status of a federal enterprise designed to regulate the agro-food market.
The destinies of the afore-said organizations were different. “Roskontrakt” and “Roskhleboprodukt” chose the road of gradual privatization, which was to take many years to achieve. Suffice it to say that the last state-owned block of shares in “Roskontract” (20.95%) was included in the forecast plan (program) of federal property privatization for the year 2007.
Somewhat earlier this was done with regard to “Roskhleboprodukt”, whose last RF-owned share was included in the forecast plan (program) of federal property privatization for the year 2003, and in the summer 2005 the decision was taken that the RF’s “golden share” special right to participate in its management should be discontinued. The Federal Food Corporation was liquidated in 1997, to be replaced with the SUE “The Federal Agency for the Regulation of the Food Market” under the RF Ministry of Agriculture and Food Production. The State Investment Corporation (“Gosinkor”), which had failed to play any considerable role in the investment process of this country, was liquidated in pursuance of Edict of the RF President of 6 February 2003, No 135, and all its property was transferred to the RF Ministry of State Property. In particular, the State, in the person of this body of state authority (and then of the Federal Agency for Federal Property Management), received the “Gosinkor”’ share in the United Industrial Corporation “Oboronprom”. The latter corporation, having the status of a JSC, has been engaged in the consolidation of helicopter building since 2005.
A new round in the use of state corporation, this time as a special organizational and legal form, started in 2006 when the authorities began to actively discuss the plans for creating a new state corporation, “The Bank for Development and for the External Economic Activity of the Russian Federation (“Vneshekonombank”). As a result, Federal Law “On the Bank for Development” of 17 May 2007, No. 82-FZ, established the legal status, the principles of organization and activity, and the procedure for the reorganization and liquidation of “Vneshekonombank”. Its authorized capital, in the amount of no less than 70 billion rubles, was to be formed by the property of the Bank for the External Economic Activity of the USSR, the RFowned shares in the OJSC “The Russian Bank for Development” and in the CJSC “The State Specialized Russian Export-Import Bank“, and by other property, by decision of the RF Government.
Later on, the organizational-legal form of state corporation also emerged in the set-up for reorganizing the nuclear industry, which was ultimately determined with the adoption of Federal Law “On the Peculiarities of Managing and Disposing the Property of and the Shares in the Organizations Operating in the Sphere of Use of Atomic Energy, and on the Introduction of Alterations in Individual Legislative Acts of the Russian Federation”, of 5 February 2007, No. 13-FZ; and by Edict of the RF President, of 27 April 2007, No. 556.
As is mentioned above, a holding company – the OJSC “The Nuclear Power-Generating and Industrial Complex” (“NIC”), with all its shares in federal ownership, was created in this branch as early as 2007. In its turn, the NIC itself, alongside the nuclear weapons complex, the nuclear and radiation security complexes, and the fundamental research complex, is to be managed and controlled by the corporation “Rosatom”, which will be formed in 2008. Its status will be determined by the special Law “On the State Nuclear Energy Corporation “Rosatom”, adopted at the end of 2007.
In the wake of these initiatives, which have been under consideration since mid-2007, there emerged other proposals concerning the creation of state corporations in a broad variety RUSSIAN ECONOMY IN trends and outlooks of areas (machine-tool construction, motor-road construction and operation, fishing, provision with pharmaceuticals, etc.). Judging from this range of branches, it is clear that the State’s presence in many of them is not justified. In principle, these branches can develop on their own by the sheer action of market mechanisms, provided that the State plays the all-important regulating role in the process (by determining the rules of the game, by organizing tenders, purchases, etc.), or even has a certain part in ownership and production – but only in individual situations which require special consideration.
Until now, the legislature has approved and enacted, in the form of federal laws, the proposals to create the following corporations (apart from “Vneshekonombank”): “Rosnanotekh”, of 19 July 2007, No. 139-FZ; “The Fund for Promoting Reform in the Housing and Utilities Sector”, of 21 July 2007, No. 185-FZ; “Olimpstroi” (to be in engaged in the construction of objects for the 2014 Winter Olympic Games in Sochi, and in the development of that locality into a mountain health resort), of 30 October 2007, No. 238-FZ;
“Rostekhnologii”, of 23 November 2007, No. 2-FZ; and “Rosatom”, of 1 December 2007, No. 317-FZ.
These corporations considerably differ from one another with regard to the character of their future activity. “Olimstroi” and “The Fund for the Promoting Reform in the Housing and Utilities Sector” are aimed at implementing specific projects within established timelines.
“Rosnanotekh” will find its niche within the range of instruments for stimulating innovation activity, while Vneshekonombank is designed to participate in stimulating the export of products of the processing industry and in the launching of capital-intensive projects. “Rosatom” is an exclusively one-branch organization, while “Rostekhnologii” is a typical conglomerate, because this corporation is to receive 100% of shares in the FSUE “Rosoboroneksport” after the latter’s corporatization in pursuance of Edict of the RF President of 26 November 2007, No. 1577, and the structure of “Rosoboroneksport” includes numerous enterprises from different branches (a helicopter-building holding company, “AvtoVAZ”, “VSMPO-Avisma”, “The Motovilikha Plants”, etc.). “Rosoboroneksport”’s plans for the creation of the holding company “Russpetsstal”, an engine-building holding company, and a holding company to be engaged in the production of explosives, are currently undergoing different phases of implementation.