|
One of the instruments of the financial recovery of companies are restructuring. Law of Ukraine "On Renewing Debtor's Solvency or Declaring it Bankrupt" and other legal documents provided by the use of restructuring as an effective means of restoring solvency, which is recommended to include the rehabilitation plan.
Restructuring of the company - is the implementation of organizational-economic, financial, economic, legal and technical measures aimed at restructuring the company, change in ownership, management, organizational and legal form, which will finance rehabilitation of the enterprise, increased output of competitive products, increase production efficiency and of creditors. Following this definition, you can "differentiate" the concept of "restructuring of the company" and "reorganization." The concept of "restructuring" is broader because it includes (among others) and measures aimed at restructuring the company. The main content of the reorganization is complete or partial change of ownership authorized capital of legal persons and in changing the legal form of business organization.
In the literature devoted to the study of enterprise restructuring, depending on the nature of the measures used, allocate the following forms of restructuring:
1. Restructuring of production.
2. Restructuring of assets.
3. Financial restructuring.
4. Corporate restructuring (reorganization).
Restructuring of production involves changes in organizational and industrial and economic sphere of the enterprise to improve its competitiveness. Under this type of restructuring may be the following measures:
* Change the management;
* The introduction of new, progressive forms and methods of management;
* Diversification of product range;
* Improving the quality of products;
* Improving the effectiveness of marketing;
* Reduction of production costs;
* Reduce the number of employees in the enterprise.
Restructuring of assets includes measures that result in changes in the structure and composition of the active side of the balance. The main measures for the restructuring of assets include the following:
* Sale of fixed assets;
* Sale of excess equipment, supplies and raw materials, etc.;
* Sale of certain divisions;
* Reverse leasing;
* Implementation of certain types of financial investments;
* Refinancing of receivables.
Financial restructuring involves changing the structure and size of own and borrowed capital, as well as with changes in the investment business enterprise. The main activities within the financial restructuring are the following:
* Restructuring accounts payable;
* Obtain additional credit;
* Increase the statutory fund;
* Freezing investments.
Note that financial restructuring is necessarily accompanied by a restructuring of production, otherwise measures to improve the situation of the financing may only delay the liquidation of the company.
The most difficult type of restructuring is corporate restructuring. Corporate restructuring is associated with the reorganization of the company, its consequence is a complete or partial change in ownership of authorized capital, the creation of new entities and (or) legal form of business organization. The measures taken within the framework of corporate restructuring are the following:
* Partial or full privatization;
* Divisions of large enterprises into parts;
* Separation of individual units of large enterprises;
* Separation of social facilities and other non-core divisions;
* Join other, more powerful companies or merge with them.
According to formally distinguish the following three types of reorganization:
1. The reorganization aimed at merging companies (merger, takeover, takeovers).
2. The reorganization, aimed at crushing activities (division, separation).
3. Reorganization without changing the size (transformation).
In case of reorganization of the enterprise should consider a number of legislative prerequisites and requirements, namely:
* Procedure of State Registration (Re) and liquidation of business entities;
* The requirements of the antimonopoly legislation;
* Requirements to protect the interests of creditors of the company, its owners, staff, etc.;
* Procedure for issue of shares (in case of reorganization AT);
* Possible environmental, demographic and other consequences.
Reorganization of businesses that are payable shall be in compliance with the requirements of debt, including:
a) transfer by the debtor of his debt to another person shall be allowed only with the consent of the creditor;
b) the new debtor is eligible to put forward claims against the creditor all objections arising from the relationship between the creditor and original debtor;
c) Guarantees and installed a third party guarantee shall be terminated with the transfer of debt if the mortgagor or guarantor consented responsible for the new debtor;
d) the assignment and assumption of debt based on agreements made in writing.
Before the reorganization sanatsiynoyi necessary to in-depth analysis of financial and economic condition of the enterprise that is in crisis, with all the main characteristics of this entity. Based on the analysis concludes sanatsiynu ability of the enterprise and the advisability of its reorganization. The effectiveness of the restructuring provided the measures is based on a restructuring plan. The plan should reflect the benefits of selected organizational forms and methods of restructuring. In case of reorganization must show that benefits the company receives as a result of changing its legal form, the separation of individual business units or join other firms.
|