** In 1997 external management was instituted in 850 cases. During the first months of the new law usage (in March-June 1998) 800 applications were submitted (80 were returned). By the beginning of November of 1998 the number of applications grew 10 times (8.000), and arbitration courts appointed 3.000 arbitration managers. In general, according to the figures of the Federal insolvency agency (FIA) in 1998 12.781 applications were filed demanding the pronouncement of debtors as bankrupts including 4.573 cases involving the bankruptcies of industrial enterprises (out of which the monitoring was instituted over 1.462 enterprises, the external managers were appointed in 472 cases, the bankruptcy proceedings were begun in 2.006 cases and in 80 cases the amicable settlement between the creditors and managers was reached).
1 On the problem of poor-defined property rights in transition economies see, for examle, Shleifer,1994.
2 See Hart, 1995.
3 We mean the numerous interpretations of “insiders” and “outsiders” existing in the literature: (a) internal (employees, managers) and external (banks, funds, other corporations) investors of a corporation; (b) from the standpoint of their involvement in the system of inter-corporate ownership (in holdings or in crossownership schemes); (c) from the standpoint of the diffusion of the ownership (insiders as large controlling shareholders and outsiders as the small portfolio shareholders); (d) as “internal executives” and “.”independent” directors in the unitary or two-chamber governing body. Some researchers of the Russian legislation include into the “insiders” category all the board members, members of the collegiate executive body of the company, the person performing the function of single-person executive boy, and majority shareholders who can shape the decisions made by the company.
4 In general to compare the progress in the institutional changes in the transition economies as a rule they review privatization (large- and small-scale), legislation (laws, legal authorities, its extensiveness and effectiveness), status of the financial system (financial intermediaries) and the role of the government (World Bank, 1996; EBRD, 1997, 1998), which under certain conditions can be also applied to the evaluation of the corporate governance and control model in the transition economy. The changes in the sphere of ownership are traditionally the core of the institutional changes.
5 For comparisons of the different privatization models see: OECD, 1995; Railean, Samson, Eds., 1997; The World Bank, 1996; The World Bank – OECD,1997; EBRD, 1997; Boehm, ed., 1997; IET, 1998 et al.For more details on the first (voucher) stage of the Russian privatization see: Радыгин, 1994; Boyko, Shleifer, Vishny, 1995, Radygin, 1995 a-b; Vassliev, 1995; IET, 1998. For the details on the second (money) stage see: Radygin, 1996a; IET, 1995-1999.
6 We mention the originally realized models (at the first stage of privatization) disregarding of consequent redistribution of the property. It is supposed also, that this model was dominante in concrete country but the combined schemes however were also possible.
7 This method has been applied (in its pure sense) in other transitional countries only since a middle 90s to sale strategic enterprises and natural monopolies.
8See: Афанасьев М., П.Кузнецов, А.Фоминых (1997); ИМЭМО и др., 1999;; Клепач А., П.Кузнецов, П.Крючкова (1996); Леонтьевский центр (1996); Радыгин А., В.Гутник, Г.Мальгинов (1995); Энтов Р.М., 1999; Aukutsionek S., R.Kapeliushnikov, V.Zhukov (1998); Blasi J., M.Kroumova, D.Kruse (1997); Carlin W., S.Fries, M.Schaffer, P.Seabright (1999);>
9 Direct analogy to an evaluation of the American ESOP schemes as method of self-protection of the managers from hostile takeovers (Williamson, 1985) here arises.
10 For details see: Radygin, 1999.
11 Among a few studies which are not detecting stable correlation between ownership structure and corporate performance/intensity of restructuring (the study was conducted on the russian enterprises), it is possible to indicate: Linz, Krueger, 1998.
12 Of course certain limitations of this study should be taken into account: in each country only 5 or 10 companies with the largest capitalization were analyzed, only nominal ownership of shares was considered and not all the mechanisms of control taken together, etc.
13 See, for example: Corporate governance: the shareholders, directors and employees of joint-stock company. M., 1996; Ýíòîâ, 1999; Andreff, 1995,1996; Charkham, 1994; Clark, 1986; Monks, Minow, 1995; Prentice, Holland, 1993; Wouters, 1973.
17 Contribution of this factor to the sharp decrease of the market capitalization in 1998 is estimated to be between 30% (FCSM of Russia) and 100% (Brunswick Warburg) although it’s obvious that such estimates are very artificial.
18 In reality this was, in essence, a psychological factor because it was not realistic to expect that the foreigners’ share can be legally brought down to the required level. There is only one legal way to decrease this share – to have an additional issue which becomes possible only after the decision of the general meeting (foreigners have the blocking interest, government – controlling), after that the issue is to be registered with FCSM which has to right to refuse to do so in accordance with the RF Civil Code. According to some data by February of 1999 the share of foreign investors increased to 33% which was explained by the expectations (apparently mistaken) that the prohibitive quota would be cancelled and the stock prices of the company’s share would significantly increase.
20 For more details see ФКЦБ, 1997, 1998, 1999; Radygin, 1998, 1999; ИЭППП/IET, 1998.
23 According to the Single State Register of the enterprises and organizations of all forms of ownership the number of the registered businesses in Russia as of January 1, 1999 (including affiliates and removed subdivisions) was about 2.7 mln units including more than 1.6 mln joint-stock companies and partnerships (RF Goskomstat, 1999).
24 For the detailed descriptions of the different schemes of taking the property away through the appointment of the arbitration managers see: Волков, Гурова, Титов, 1999.
25 At the same time the shares of the oil company itself remained relatively attractive and liquid (for more details see: Ляпина, 1998) which was similar to the number of cases involving full takeover with the withdrawal of shares of the company taken over (Surgutneftegaz), but it’s not typical for the takeovers when the controlling interest only is purchased )oil company SIDANKO which has taken over Chernogorneft, etc.).
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