Joint stock companies with state capital have a large share in the Russian economy. This involves solving the problem of effective management of such societies, taking into account their characteristics, while supporting entrepreneurial activity to the maximum extent possible. According to the criterion of participation in capital and the influence of the state on management, three groups of joint-stock companies are distinguished: 1) with 100% state capital; 2) with a state-owned controlling stake; 3) with a state block of shares that is not a controlling one.

The meaning of the formation of joint-stock companies with 100% state capital is the transition to an organizational and legal form that expands the possibilities for the manifestation of initiative and entrepreneurship. By definition, the form of joint stock companies provides for greater independence and transformation of the organizational structure of the company.

The owner of the property is not the state, but the joint-stock company. He has property responsibility, which allows him to use the property of such an organization to pay off its debts. Ownership of property and liability for debts create objective prerequisites for the market behavior of relevant organizations.

The shareholder state does not directly manage production; it only directs and controls the activities of its representatives in the joint-stock company. All this allows us to commercialize the activities of the JSCs in question and, as a result, increase production efficiency.

However, the efficiency of a joint-stock company with 100% state capital largely depends on the influence of the government apparatus on the governing bodies of the company. Depending on specific circumstances, a government agency may, for example, insist on investing funds in projects that are not able to provide a long-term effect, or on the production of low-profit products. At the same time, the competitiveness of such organizations decreases, economic indicators drop sharply, and the very idea of ​​​​creating such a joint-stock company is incorrectly interpreted.

More promising are joint stock companies where the state has a controlling stake. Such joint-stock companies are represented by organizations with mixed ownership and solve at least two problems. Firstly, as a rule, large organizations with a large value of fixed assets are in mixed ownership. A large number of shares enter the securities market and the prerequisites are created for the massive attraction of Russian and foreign capital into the economy. Secondly, the possibility remains of the state influencing the strategy and tactics of the joint-stock company to ensure the interests of society.

Management of joint-stock companies with a state controlling stake is mainly carried out by state representatives (civil servants). Organizations have a meeting of shareholders, and a qualified majority of votes is required to resolve some issues. In these, as in some other cases, state representatives must take into account the opinions of other shareholders. According to Russian law, a state representative can be appointed to any joint stock company that has even a small block of state shares.

6. Joint stock company

Article 96. Basic provisions on a joint stock company
1. A joint stock company is a company whose authorized capital is divided into a certain number of shares; Participants in a joint stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own.
Shareholders who have not fully paid for the shares bear joint liability for the obligations of the joint stock company to the extent of the unpaid portion of the value of the shares they own.
2. The corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company.
3. The legal status of a joint-stock company and the rights and obligations of shareholders are determined in accordance with this Code and the law on joint-stock companies.

The specifics of the legal status of joint stock companies created through the privatization of state and municipal enterprises are also determined by laws and other legal acts on the privatization of these enterprises.

The peculiarities of the legal status of credit institutions created in the form of joint-stock companies, the rights and obligations of their shareholders are also determined by the laws regulating the activities of credit institutions.

Article 97. Open and closed joint-stock companies
1. A joint stock company, the participants of which can alienate their shares without the consent of other shareholders, is recognized as an open joint stock company. Such a joint stock company has the right to carry out an open subscription for the shares it issues and their free sale under the conditions established by law and other legal acts.
An open joint stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.
2. A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized as a closed joint stock company. Such a company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons.
Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company.
The number of participants in a closed joint-stock company must not exceed the number established by the law on joint-stock companies, otherwise it is subject to transformation into an open joint-stock company within a year, and after this period - liquidation in court, unless their number decreases to the limit established by law .
In cases provided for by the law on joint stock companies, a closed joint stock company may be obliged to publish for public information the documents specified in paragraph 1 of this article.

Article 98. Formation of a joint stock company

1. The founders of a joint-stock company enter into an agreement among themselves defining the procedure for their joint activities to create the company, the size of the authorized capital of the company, the categories of shares issued and the procedure for their placement, as well as other conditions provided for by the law on joint-stock companies.
The agreement on the establishment of a joint stock company is concluded in writing.
2. The founders of a joint stock company bear joint liability for obligations that arose before the registration of the company.
The company is liable for the obligations of the founders associated with its creation only if their actions are subsequently approved by the general meeting of shareholders.
3. The constituent document of a joint-stock company is its charter, approved by the founders.
The charter of a joint stock company, in addition to the information specified in paragraph 2 of Article 52 of this Code, must contain conditions on the categories of shares issued by the company, their par value and quantity; on the size of the authorized capital of the company; on the rights of shareholders; on the composition and competence of the company’s management bodies and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes. The charter of a joint stock company must also contain other information provided for by the law on joint stock companies.

4. The procedure for performing other actions to create a joint-stock company, including the competence of the constituent meeting, is determined by the law on joint-stock companies.
5. The specifics of creating joint stock companies during the privatization of state and municipal enterprises are determined by laws and other legal acts on the privatization of these enterprises.
6. A joint stock company can be created by one person or consist of one person in the event that one shareholder acquires all the shares of the company. Information about this must be contained in the company's charter, registered and published for public information.
A joint stock company cannot have another business company consisting of one person as its sole participant.

Article 99. Authorized capital of a joint-stock company
1. The authorized capital of a joint-stock company is made up of the par value of the company's shares acquired by shareholders.
The authorized capital of the company determines the minimum amount of the company's property that guarantees the interests of its creditors. It cannot be less than the size provided for by the law on joint stock companies.
2. It is not permitted to release a shareholder from the obligation to pay for the company’s shares, including releasing him from this obligation by offsetting claims against the company.
3. An open subscription for shares of a joint-stock company is not allowed until the authorized capital is paid in full. When establishing a joint stock company, all its shares must be distributed among the founders.
4. If at the end of the second and each subsequent financial year the value of the company’s net assets is less than the authorized capital, the company is obliged to declare and register in the prescribed manner a decrease in its authorized capital. If the value of the specified assets of the company becomes less than the minimum amount of authorized capital determined by law (clause 1 of this article), the company is subject to liquidation.
5. The law or the charter of the company may establish restrictions on the number, total par value of shares or the maximum number of votes belonging to one shareholder.

Article 100. Increasing the authorized capital of a joint-stock company
1. A joint stock company has the right, by decision of the general meeting of shareholders, to increase its authorized capital by increasing the par value of shares or issuing additional shares.
2. An increase in the authorized capital of a joint-stock company is allowed after it has been fully paid. An increase in the authorized capital of a company to cover losses incurred by it is not allowed.
3. In cases provided for by the law on joint stock companies, the company's charter may establish the preemptive right of shareholders owning ordinary (ordinary) or other voting shares to purchase additional shares issued by the company.

Article 101. Reduction of the authorized capital of a joint-stock company
1. A joint stock company has the right, by decision of the general meeting of shareholders, to reduce the authorized capital by reducing the par value of shares or by purchasing part of the shares in order to reduce their total number.
Reduction of the authorized capital of a company is permitted after notification of all its creditors in the manner prescribed by the law on joint stock companies. In this case, the company’s creditors have the right to demand early termination or fulfillment of the company’s corresponding obligations and compensation for losses.

The rights and obligations of creditors of credit institutions created in the form of joint-stock companies are also determined by laws regulating the activities of credit institutions.
2. Reducing the authorized capital of a joint-stock company by purchasing and redeeming part of the shares is permitted if such a possibility is provided for in the company’s charter.

Article 102. Restrictions on the issue of securities and payment of dividends of a joint-stock company
1. The share of preferred shares in the total authorized capital of the joint-stock company should not exceed twenty-five percent.
2. A joint stock company has the right to issue bonds in an amount not exceeding the amount of the authorized capital or the amount of security provided to the company for these purposes by third parties, after full payment of the authorized capital. In the absence of collateral, the issue of bonds is permitted no earlier than the third year of existence of the joint-stock company and subject to proper approval by this time of two annual balance sheets of the company.
3. A joint stock company does not have the right to declare and pay dividends:
until full payment of the entire authorized capital;
if the value of the joint stock company's net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of the payment of dividends.

Article 103. Management in a joint-stock company

1. The highest management body of a joint-stock company is the general meeting of its shareholders.

The exclusive competence of the general meeting of shareholders includes:
1) changing the charter of the company, including changing the size of its authorized capital;
2) election of members of the board of directors (supervisory board) and the audit commission (auditor) of the company and early termination of their powers;
3) formation of executive bodies of the company and early termination of their powers, if the company’s charter does not include the resolution of these issues within the competence of the board of directors (supervisory board);
4) approval of annual reports, balance sheets, profit and loss accounts of the company and distribution of its profits and losses;
5) decision on reorganization or liquidation of the company.
The Law on Joint Stock Companies may also include the resolution of other issues within the exclusive competence of the general meeting of shareholders.
Issues referred by law to the exclusive competence of the general meeting of shareholders cannot be transferred to them for decision by the executive bodies of the company.

2. In a company with more than fifty shareholders, a board of directors (supervisory board) is created.

If a board of directors (supervisory board) is created, the company's charter in accordance with the law on joint stock companies must define its exclusive competence. Issues referred by the charter to the exclusive competence of the board of directors (supervisory board) cannot be transferred to them for decision by the executive bodies of the company.
3. The executive body of the company can be collegial (board, directorate) and (or) sole (director, general director). He carries out the current management of the company's activities and is accountable to the board of directors (supervisory board) and the general meeting of shareholders.

The competence of the executive body of the company includes the resolution of all issues that do not constitute the exclusive competence of other management bodies of the company, as determined by law or the charter of the company.
By decision of the general meeting of shareholders, the powers of the executive body of the company may be transferred under an agreement to another commercial organization or to an individual entrepreneur (manager).
4. The competence of the management bodies of a joint-stock company, as well as the procedure for making decisions and speaking on behalf of the company, are determined in accordance with this Code by the law on joint-stock companies and the company’s charter.
5. A joint stock company, obliged in accordance with this Code or the law on joint stock companies to publish for public information the documents specified in paragraph 1 of Article 97 of this Code, must annually engage a professional auditor who is not associated with property interests in order to check and confirm the accuracy of the annual financial statements. society or its members.
An audit of the activities of a joint stock company, including one that is not obliged to publish these documents to the public, must be carried out at any time at the request of shareholders whose total share in the authorized capital is ten percent or more.
The procedure for conducting audits of the activities of a joint-stock company is determined by law and the company’s charter.

Article 104. Reorganization and liquidation of a joint-stock company
1. A joint stock company may be reorganized or liquidated voluntarily by decision of the general meeting of shareholders.
Other grounds and procedure for reorganization and liquidation of a joint stock company are determined by this Code and other laws.

2. A joint stock company has the right to transform into a limited liability company or a production cooperative, as well as into a non-profit organization in accordance with the law.

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Civil Code of the Russian Federation
(parts one, two and three)
(as amended February 20, August 12, 1996, October 24, 1997, July 8, December 17, 1999, April 16, May 15, 2001, March 21, November 14, 26, 2002, January 10 , March 26, 2003)

At the end of November 2012, a regular meeting of the board of the Ministry of Economic Development of the Russian Federation was held on the topic: “Improving the quality of state property management.” The main topic of discussion was the draft Concept for the management of federal property for the period until 2018.

At the board, government representatives proclaimed the following state mission for asset management: “100% of assets involved in economic turnover, with 100% efficiency.”

How does the state see the implementation of this strategy?

First of all, this is the determination of the future fate of each asset at his disposal, namely:

• preservation in federal ownership;
• alienation from federal property.

It should be borne in mind that in relation to an object of state property there may be several purposes of use, which in turn depend on many parameters: the social significance of the object, industry affiliation, profitability, legislative restrictions on forms of management and privatization of state property, etc. However, in regardless of the choice of one of these areas, officials set themselves the goal of achieving 100% efficiency in solving management problems. For alienated property, this will mean that it is necessary to extract the maximum possible income from its sale, and for an asset retained in federal ownership, this will be a set of management influences aimed at ensuring that the object fulfills its purpose.

Among all the diverse objects of state property, the author made an attempt to analyze federally owned blocks of shares.

According to the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation), the state can take part in the activities of business entities, which include joint stock companies of both open and closed types (hereinafter referred to as JSCs).

First of all, it is worth noting that the Russian Federation acquires shareholder rights as follows:

1. Acting as the founder of JSC. At the same time, companies whose founder is the state (with the exception of companies formed in the process of privatization of state-owned enterprises) can only be open. According to clause 6. Article 98 of the Civil Code of the Russian Federation, a joint-stock company may consist of a single participant, which may be the state (in particular, a joint-stock company with 100% state capital).
2. Transformation of state unitary enterprises into joint-stock companies in the process of privatization. After the transformation of enterprises into joint-stock companies, the property becomes the property of the company, and the state receives their shares. An open joint stock company created by transforming a unitary enterprise becomes the legal successor of this unitary enterprise.
3. Acquisition of shares of existing joint-stock companies through purchase and sale transactions.
4. Acquisition of shares by making contributions (in the form of cash, real estate, intellectual property rights, etc.) to the authorized capital of the joint-stock company.
5. Acquisition of shares by converting the JSC's debt to the Russian Federation under state guarantees and budget loans into shares of this company.
6. The emergence of state ownership rights to an equivalent part of the authorized capital of a joint-stock company in the event that they are provided with budget investments.

For the purposes of this article, to summarize all kinds of synonyms and phrases describing the subject of the study, the author introduces the concept of “state block of shares”.

In this article, state-owned blocks of shares (SBS) are understood as blocks of shares owned by the state and granting it the rights to receive part of the profit from the activities of the joint-stock company in the form of dividends, to participate in the management of the company and to part of the property remaining after its liquidation. Management of state blocks of shares is understood as the purposeful activity of authorized government and management bodies to exercise the rights of the shareholder - the Russian Federation.

It should be noted that joint-stock companies are commercial organizations, and therefore there is no doubt that any owner of property used for commercial purposes counts, first of all, on maximizing his income from managing this property. The income can be received by him both in the short term and with a certain time lag, and can also be distributed over time.

In this context, we can go directly to the description of the shares of which joint stock companies are owned by the Russian Federation, because in order for management to be effective, the owner needs to know what he manages, i.e. what assets and what these assets are.

As of September 1, 2012, the federal property register contains information about 2,596 joint stock companies whose shares are federally owned. Taking into account the fact that JSCs are in different statuses, reflecting their financial and economic independence, it is possible to present the JSC register in a breakdown, as shown in Table 1.

Table 1. Breakdown of JSCs with SBS by status, reflecting their financial and economic independence.

The Russian Federation is a specific participant in the process of managing joint stock property, which exercises the rights of a shareholder in the specified joint stock companies always indirectly, i.e. through the relevant federal executive authorities or by transferring shares into trust management. Let us analyze the JSC depending on the entity exercising the rights of the shareholder on behalf of the Russian Federation (Table 2).

Table 2. Analysis of joint-stock companies with state-registered securities depending on the entity exercising shareholder rights on behalf of the Russian Federation.

The main purpose of the research undertaken in this article is to show which companies are controlled by the state. To manage means to influence the activities of a controlled object to achieve a certain goal.

At a first approximation, it is obvious that not all joint-stock companies with SBS, whose shares are owned by the Russian Federation, can be affected by it. For example, if shares are transferred to trust management, this means that these blocks of shares are managed by another entity (trustee), albeit in the interests of the state. In addition, as can be seen from Table 1, based on the JSC statuses described above, it is advisable to exclude the following state-owned companies from the process of further analysis:

• in respect of which bankruptcy procedures are being carried out - bankruptcy proceedings and external management (208 JSC);
• being in the process of liquidation (63 JSCs) or in the reorganization procedure (2 JSCs);
• blocks of shares of which are actually not owned by the Russian Federation (for example, privatized (55 JSCs), transferred to the authorized capitals of vertically integrated structures (240 JSCs), procedures for transferring blocks of shares to the authorized capitals of vertically integrated structures (119 JSCs), issue shares are not registered (15 JSC), or the activities of such JSC are terminated due to liquidation or reorganization (1 JSC), or the JSC are transferred to the ownership of a subject of the federation (1 JSC), but information about this is at the stage of being entered into the federal property register.

In accordance with paragraph 1 of Article 53 of the Federal Law of December 26, 1995 No. 208-FZ, shareholder proposals for the agenda of the general meeting of shareholders are accepted only if the shareholder owns more than 2% of the authorized capital of the JSC. Thus, it seems logical to move on to the analysis of joint-stock companies in terms of the size of shareholdings owned by the state.

The Russian Federation is the sole shareholder in 1012 stable operating companies, which is 53% of the total number of such organizations. Further in descending order of federal participation are companies with a share of participation of the Russian Federation of less than 2% - 479 companies (25%), with a blocking stake - 175 companies (9%) and with a controlling stake - 76 companies (4%) (Fig. 1).

Fig.1. Analysis of joint stock companies depending on the size of government shareholdings.

So, the Russian Federation owns blocks of shares in 1414 stable operating joint-stock companies, the size of which allows it to influence decisions made in the joint-stock company and participate in the management of the joint-stock company.

It is worth noting that in 88 joint-stock companies, in the authorized capital of which the state owns less than 2% of the shares, a special right (“golden share”) was introduced. The use of a special right (“golden share”) is manifested in the fact that the state does not have any property rights in relation to blocks of shares in the company, but there is a veto right when the general meeting of shareholders makes certain decisions.

Federal Law No. 178-FZ of December 21, 2001 “On the privatization of state and municipal property” establishes three forms of exercising the special right to participate in the management of a joint-stock company:

1. participation of a representative in organizing the general meeting of shareholders of the JSC and making decisions:
   • the right to make proposals on the agenda of the annual general meeting of shareholders,
   • the right to demand the convening of an extraordinary general meeting of shareholders;
   • veto right when the general meeting of shareholders makes decisions on:
     • introducing amendments and additions to the charter of the JSC;
     • JSC reorganization;
     • liquidation of a joint-stock company, appointment of a liquidation commission and approval of interim and final liquidation balance sheets;
     • change in the authorized capital of the joint-stock company;
     • the JSC carries out major transactions and transactions in which there is an interest;
2. participation of a representative in the activities of the board of directors of the JSC;
3. participation of a representative in the activities of the audit commission of the JSC.

The special right is used in the event and from the moment of alienation from state ownership of 75 percent of the shares of the JSC. Special rights have also been introduced in another 15 of the stable operating joint-stock companies with the participation of the Russian Federation of more than 2%. The list of JSCs under consideration, in respect of which “special rights” are used in management, is presented in an industry breakdown in Table 3.

Table 3. Breakdown of JSCs with SBS, in respect of which “special rights” are used for management, by economic sector.

Next, we will consider state-owned companies excluding joint-stock companies with a state participation share of less than 2%. Based on a study of the Decree of the Government of the Russian Federation of December 3, 2004 No. 738 “On the management of federally owned shares of open joint-stock companies and the use of the special right of participation of the Russian Federation in the management of open joint-stock companies (“golden shares”)” all joint-stock companies, shares which are owned by the Russian Federation can be divided into three groups:

1. JSCs, decisions on issues of determining the position of the shareholder (the Russian Federation) in relation to which are made by the Federal Property Management Agency on the basis of proposals from sectoral federal executive authorities (hereinafter referred to as the federal executive authority).

In this regard, it is interesting to analyze how joint-stock companies are divided between federal executive authorities (Table 4).

Table 4. Assignment of the JSC to the federal executive authority.

Thus, based on the data in the table, we can conclude that the largest number of stably operating joint-stock companies are under the jurisdiction of the Ministry of Agriculture of the Russian Federation, the Ministry of Industry and Trade of the Russian Federation, the Ministry of Energy of the Russian Federation and the Federal Road Agency.

2. JSCs included in the special list by order of the Government of the Russian Federation dated January 23, 2003 No. 91-r (hereinafter referred to as the special list) are the largest systemically important organizations, monopolists, the key management decisions on which are made by the Government of the Russian Federation. An analysis of JSCs included in the special list is presented in Table 5.

Table 5. Analysis of JSCs included in the special list.

3. JSC, shareholder rights on behalf of the Russian Federation, in respect of which are exercised by the entities specified in Table 2.

In accordance with Decree of the President of the Russian Federation dated August 4, 2004 No. 1009 “On approval of the list of strategic enterprises and strategic joint-stock companies,” JSCs included in this list (hereinafter referred to as strategic JSCs) can be included in the forecast plan (program) for the privatization of federal property only after the President of the Russian Federation makes decisions to exclude companies from the list of strategic ones or to reduce the degree of participation of the Russian Federation in the management of strategic joint-stock companies. Thus, there is a certain list of joint-stock companies in respect of which decisions on the privatization of state blocks of shares are made by the President of the Russian Federation. The analysis of such joint stock companies is presented in Table 6.

Table 6. Analysis of strategic joint stock companies.

Next, it is advisable to consider the issue of territorial distribution of state-owned companies. It is worth noting that the geography of the JSC’s location on the territory of the Russian Federation is very wide: at least 1 company operates in each of the constituent entities of the Russian Federation. In terms of concentration of the number of organizations on the territory of the subject, the leading position is occupied by Moscow. On its territory there are 289 joint-stock companies (including 28 strategic ones), which is 21% of the total number of joint-stock companies. Next in terms of the number of joint-stock companies located on their territory are the Moscow region, Krasnodar region and St. Petersburg. More detailed information on the distribution of joint stock companies by territorial basis is presented in Table 7, while the table does not provide information on state-owned companies located abroad (there are 8 such companies, which is 0.6% of the total number of joint stock companies).

Table 7. Distribution of joint stock companies by territorial basis.

One of the main aspects of the analysis, according to the author, is the idea of ​​​​in which sectors of the economy joint-stock companies with state participation operate (Fig. 2). Of all the stable operating state-owned companies, in the authorized capital of which the Russian Federation owns more than 2% of the shares, the majority of organizations belong to the agricultural industry (14% of the total number of joint-stock companies, of which 1 joint-stock company is included in a special list). In the construction industry (road, housing, industrial construction) there are 127 joint-stock companies (9% of the total number of joint-stock companies), of which 1 joint-stock company is included in a special list. The fuel and energy complex accounts for 7% of the total number of joint-stock companies, with 9 of them included in a special list. The military-industrial complex accounts for 5% of the total number of joint-stock companies; at the same time, 21 of these companies are included in a special list.

Fig.2. JSC industry analysis.

Table 8 presents a breakdown of the list of JSCs depending on their location across the federal districts in the context of the largest industries (the number of JSCs operating in which more than 50%).

Table 8. Distribution of joint-stock companies depending on their industry affiliation and location throughout the federal districts.

In accordance with Article 14 of the Federal Law of November 21, 1996 No. 129-FZ “On Accounting”, the first reporting year for newly created organizations is considered to be the period from the date of their state registration to December 31 of the corresponding year, and for organizations created after 1 October – until December 31 of the following year. Thus, in order to move on to describing the results of the financial and economic activities of state-owned companies based on the results of 2011, it is necessary to exclude from the list under consideration JSCs created after October 1, 2011 and having the right not to submit annual reports for the specified period. Information about state-owned companies, depending on the volume of total revenue received by organizations based on the results of the 4th quarter of 2011, is presented in Table 9.

Table 9. Distribution of joint stock companies depending on the volume of total revenue received by organizations based on the results of the 4th quarter of 2011.

It can be noted that only 6% of state-owned companies received revenue exceeding 1 billion rubles at the end of 2011, while 46% of them are included in a special list. Revenue at the end of 2011 for 38% of the total number of joint stock companies is in the range of 10 million rubles. up to 1 billion rubles More than 50% of joint-stock companies received revenue of less than 10 million rubles at the end of 2011. (at the same time, for most of these companies, annual revenue did not exceed 1 million rubles). More clearly, the largest JSCs, based on the revenue received at the end of 2011 of more than 100 million rubles, are presented in Table 10 by industry.

Table 10. Distribution of joint-stock companies that received revenue of more than 100 million rubles at the end of 2011. by economic sector./div>

Information about state-owned companies, depending on the volume of net profit received by organizations based on the results of the 4th quarter of 2011, is presented in Table 11.

Table 11. Distribution of joint stock companies depending on the volume of net profit received by organizations based on the results of the 4th quarter of 2011.

As can be seen from Table 11, 78% of the JSCs under consideration at the end of 2011 received a positive amount of net profit, while a significant amount of net profit at the end of 2011 (more than 10 million rubles) was received by 9% of state-owned companies. At the end of 2011, the majority of joint-stock companies (48% of the total) received a net profit of less than 100 thousand rubles.

Based on the results of a more detailed analysis of the largest joint-stock companies with revenues of more than 100 million rubles, it can be noted that only 11% of these joint-stock companies received a net profit in excess of 500 million rubles at the end of 2011. The majority of these joint-stock companies (31%) received net profit in the amount of 10 million rubles at the end of 2011. up to 500 million rubles Also, 18% of the largest joint-stock companies suffered a loss at the end of 2011.

One of the indicators of the effectiveness of the financial and economic activities of a joint-stock company is its net profit margin. Having assessed this indicator, it can be noted that the Russian Federation owns only 60 companies, the profitability of which in terms of net profit received at the end of 2011 is high (more than 25%). At the same time, the activities of 22% of the joint-stock companies are unprofitable. An analysis of the efficiency of financial and economic activities of state-owned companies in terms of profitability is presented by industry in Table 12.

Table 12. Distribution of JSCs by profitability indicator based on net profit received by organizations based on the results of the 4th quarter of 2011.

Having analyzed the table data, it can be noted that in the largest sectors of the economy in terms of the number of state-owned companies (fuel and energy complex, construction, agriculture, service provision, military-industrial complex, etc.), the majority (more than 60% of the total number of joint-stock companies in the industry) of companies are profitable.

In conclusion, I would like to note that the state is currently a major owner of stakes in joint-stock companies, which requires the formation of an optimal system for managing federal stakes, finding ways to increase federal budget revenues and increase the investment attractiveness of companies with state participation in the Russian economy.

Literature

1. Budget Code of the Russian Federation of July 31, 1998 No. 145-FZ (current version). URL: http://www.consultant.ru/popular/budget/.
2. Civil Code of the Russian Federation Part 1 of November 30, 1994 No. 51-FZ (current edition). URL: http://www.consultant.ru/popular/gkrf1/.
3. Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies” (current version). URL: http://www.consultant.ru/popular/stockcomp/.
4. Federal Law of December 21, 2001 No. 178-FZ “On the privatization of state and municipal property” (current version). URL: http://www.rg.ru/2002/01/26/private-dok.html.
5. Federal Law of November 21, 1996 No. 129-FZ “On Accounting” (current version). URL: http://www.consultant.ru/popular/buch/.
6. Federal Law of October 26, 2002 No. 127-FZ “On Insolvency (Bankruptcy)” (current version). URL: http://www.consultant.ru/popular/bankrupt/.
7. Decree of the President of the Russian Federation of August 4, 2004 No. 1009 “On approval of the list of strategic enterprises and strategic joint-stock companies” (current version). URL: http://base.garant.ru/187281/.
8. Decree of the Government of the Russian Federation of December 3, 2004 No. 738 “On the management of federally owned shares of open joint-stock companies and the use of the special right for participation of the Russian Federation in the management of open joint-stock companies (“golden shares”)” (current version). URL: http://www.referent.ru/1/185211.
9. Order of the Government of the Russian Federation of January 23, 2003 No. 91-r (current version). URL: http://poisk-zakona.ru/131171.html.
10. Official website of the Federal Agency for State Property Management. URL: http://www.rosim.ru.

We are a non-public joint stock company, 100% of the shares of which belong to the municipality. According to Part 3. Article 77 of Federal Law No. 208-FZ “On Joint-Stock Companies”, if the owner of 2 to 50 percent inclusive of the voting shares of the company is the state and (or) municipality and determination of the price (monetary valuation) of the property , the placement prices of the company's issue-grade securities, the repurchase prices of the company's shares (hereinafter referred to as the price of the objects) in accordance with this article are carried out by the board of directors (supervisory board) of the company, notification of the federal executive body authorized by the Government of the Russian Federation (hereinafter referred to as the authorized body) is mandatory. , on the decision taken by the board of directors (supervisory board) of the company to determine the price of objects. The authorized body is FAUGI Rosimushchestvo. Today we have a dispute with the owner of the company's property, i.e. with a municipal entity represented by the local administration, whose representatives claim that the Federal Property Management Agency disposes only of federal property and we, as municipalities, are not obliged to forward to them the decision of the board of directors on determining the price (monetary valuation) of the company’s property. Who is right, should information be sent to the Federal Property Management Agency or is this issue resolved only at the local level.

Answer

Based on the criterion of participation in capital and the degree of influence of the state on the management of a joint-stock company, several groups of joint-stock companies can be distinguished, in which:

• - up to 100% of the capital belongs to the state;
• - the state owns a controlling stake;
• - the state owns the “golden share”;

the state owns a blocking stake (25% plus one share);

the state owns a small stake (less than 25%).

Among JSCs with state participation we can highlight JSCs 100% whose shares are owned by the state. The creation of a joint-stock company with 100% state capital is intended to solve the problem of complete dependence of a legal entity on government structures, preventing influence and leakage of information outside it, while at the same time sufficient economic operational independence to achieve commercial and other goals. According to data for 2014, the Russian Federation is the sole shareholder in 589 stable operating companies, which is 60.10% of the total number of such organizations.

Speaking about one-person companies, M.I. Kulagin noted the following: “In the overwhelming majority of capitalist countries, one-person companies are currently operating, the legality of whose existence is not in doubt by any Western lawyer - these are the so-called public corporations, i.e. . state legal entities operating on the basis of commercial calculation, the sole owner of whose property is the state.” The ownership of the capital of these legal entities by the state or the control of their state bodies significantly affects their legal regime, which differs from the status of a private legal entity.

The legal status of Russian joint-stock companies, the shares of which are fully owned by the state, differs from the position of private joint-stock companies (private corporations) and requires special legislative regulation, due to the presence of a number of specific features: a special method of establishment, formation of capital, special management, and finally, special goals and objectives, solved by such JSCs. In this regard, M. N. Izra-elite noted that “... the very fact of participation of state capital in joint stock companies requires in practice a number of amendments to the law created to regulate the activities of private entrepreneurial organizations.”

Since the state is the sole shareholder of such a company, it retains full control in the management of the joint-stock company, forming its management bodies.

The owner-shareholder, who has a block of shares that gives him the opportunity to determine the management of the joint-stock company, independently forms the bodies of the joint-stock company: either he carries out management himself and is interested in its effectiveness, since his dividends depend on this, or he transfers management to hired management, who should also be interested in management efficiency, since his remuneration depends on this. Hence, by the way, a conflict of interests between shareholders (minority and large), between shareholders and hired management. At the same time, the owners, who are ready to step away from operational management and transfer it to professionally trained managers, are faced with the task of maintaining control over the joint-stock company and the activities of managers. A body capable of providing such control to the owners, given a properly thought-out mechanism of its functioning, is a collegial body (board of directors, supervisory board).

The state, being the sole shareholder, also forms the management bodies of the joint-stock company: the board of directors, the executive body. But authorized federal executive bodies act on behalf of the state, and in cases provided for by law, state corporations. In fact, the JSC and its bodies are subordinate to the Government of the Russian Federation or a federal ministry or state corporation (in other words, government officials).

Not only do the interests of civil servants in the management bodies of joint-stock companies with state participation not always coincide with the interests of the state as a shareholder, but these same officials are accountable and controlled by other officials of a higher rank - from ministries and federal services. Hence the problem in JSC management - not only in replacing government officials with professional managers and independent directors who receive remuneration and are interested in the efficiency of JSC management, but also in building a fundamentally different JSC management system with 100% state participation.

Special mention should be made of OJSC in respect of which a decision has been made to use a special right (“golden share”). The peculiarity of such JSCs is that the state, having, as a rule, a minority stake in such a JSC, has the opportunity to influence the management and control its activities, in other words, it has excessive control rights.

A special right to manage capital, called the “golden share,” became widely used in the 1980s. in Great Britain, when Margaret Thatcher's government successfully implemented a privatization program. Since that time, in many countries, especially with economies in transition, they began to use the “golden share”, which meant the special rights of the government to manage privatized enterprises, used to protect national and public interests.

At the same time, the European Court declared illegal the use by the state of the “golden share”, with the help of which the governments of countries such as Great Britain, Denmark, Portugal, the Netherlands, Spain, etc., interfered in the decisions of private companies. The additional rights of the state provided by the institution of a “golden share” are contrary to the spirit of corporate law regarding property rights, which formed the basis for the prohibition of various forms of “golden shares” by the European Court. This practice was considered contrary to the principle of free movement of capital within the European Union. However, the European Court allowed the possibility of using the “golden share” exclusively in strategically important industries. These areas must be determined by governments, which is difficult because different countries may include very different activities in this category.

In this regard, many European countries are gradually abandoning the use of mechanisms similar to the “golden share”.

In Russia, the concept of a “golden share” first appeared in the Decree of the President of the Russian Federation of November 16, 1992 No. 1392 “On measures to implement industrial policy during the privatization of state-owned enterprises.” Later, in the Decree of the President of the Russian Federation dated December 24, 1993 No. 2284 “On the state program for the privatization of state and municipal enterprises in the Russian Federation” (as amended on March 14, 1996) it was noted that the Government of the Russian Federation and the State Property Committee of Russia have the right to decide on the replacement of shareholdings, secured in federal ownership, on a “golden share”. Such a “golden share” was considered as a special security issued by the joint-stock companies created during the privatization process, which provided its owner - the state - along with the “ordinary” rights of the shareholder, a set of rights designed to ensure state control over the activities of the joint-stock company. A golden share as a security had three features: the exclusivity of the entity of its holder (the state), a special legal status and a specific circulation procedure.

With the adoption of legislation on joint stock companies and securities, the design of a “golden share” as a special security came into conflict with the understanding of a share. In this regard, Federal Law No. 123-FZ dated July 21, 1997 “On the privatization of state property and the principles of privatization of municipal property in the Russian Federation” radically changed the design of the “golden share”, leaving only the previous name. The Privatization Law only specified the provisions of the 1997 Law.

The current privatization law establishes that a “golden share” is not a security, but a special right to participate in the management of a joint stock company, used by the state to ensure the country’s defense capability and state security, to protect morality, health, rights and legitimate interests of citizens of the Russian Federation. “Such a wide list of public goals, including, in addition to specific security interests, also abstract interests of citizens, creates ample opportunities to limit corporate governance, allows the state to exert serious pressure on business, and creates the preconditions for arbitrary intervention in the economy.”

To justify the use of this institution in the Russian economy, three conditions must be met for JSCs: firstly, they really belong to strategic JSCs; secondly, the state does not have other grounds for exercising control over these JSCs; thirdly, the institution of the “golden share” allows you to actively influence decision-making.

Decree of the Government of the Russian Federation dated December 6, 1999 No. 1348 “On federal state unitary enterprises based on the right of economic management” provided that “decisions on securing in federal ownership the shares of joint stock companies formed during the privatization of enterprises and on the use of the special right to participation of the Russian Federation in the management of these companies (“golden shares”) are accepted during the privatization of enterprises engaged in the following types of activities:

• - production, processing and marketing of oil, natural gas and gas condensate, coal, production and marketing of liquefied gas, geology;
• - functioning of pipeline transport;
• - operation of gas facilities;
• - generation and distribution of electricity;
• - sea and river transport, communications;
• - construction and operation of facilities intended to ensure national security;
• - development, production and repair of any types of weapons, military and space equipment, ammunition and components for them;
• - production, procurement and marketing of varietal seeds, grain storage;
• - production of baby food products.

The presence of a “golden share” made it possible to almost completely privatize a former state-owned enterprise, but at the same time prevent the theft of its property, and to a certain extent protect the rights of the labor collective in the first stages of the organization’s functioning as a joint-stock company.

As follows from the Report of the Federal Property Management Agency on the management of federally owned shares of open joint-stock companies and on the use of the special right for participation of the Russian Federation in the management of open joint-stock companies (“golden share”) at the end of 2014, out of 980 joint-stock companies, the rights of the shareholder for which are exercised by the Federal Property Management Agency , in 373 JSCs the state share is less than 2%, including 75 JSCs, in respect of which a special right to participation of the Russian Federation in management (“golden share”) is also used.

The Government of the Russian Federation, which has decided to use a special right (“golden share”), appoints a representative of the Russian Federation to the board of directors (supervisory board) and a representative to the audit commission of the OJSC.

Only a civil servant who carries out his activities on the basis of regulations approved accordingly by the Government of the Russian Federation can be appointed as a representative of the Russian Federation. “Golden share” gives the right of veto to a state representative when making decisions on the most important issues (on reorganization, liquidation of a joint-stock company, changes in the authorized capital, transactions by a joint-stock company specified in Chapters X and XI of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter referred to as the Law on JSC) major transactions and transactions in which there is an interest). In addition, the state has the right to receive notification of the timing of the general meeting of shareholders and the proposed agenda; the right to make proposals on the agenda of the annual general meeting of shareholders and demand the convening of an extraordinary general meeting of shareholders.

Order of the Government of the Russian Federation dated July 1, 2013 No. 1111-r “On approval of the forecast plan (program) for the privatization of federal property and the main directions of privatization of federal property for 2014-2016” (as amended on February 20, 2016) provides that for companies (“ United Grain Company", "Sheremetyevo International Airport", "Joint Stock Company "ALROSA", "Rostelecom", "Vnukovo Airport", "Vnukovo International Airport"), it is possible to use a special right for the participation of the Russian Federation in the management of the joint-stock company ("golden share" ).

Thus, the state, using a “golden share” in such JSCs, retains the right to manage, determines the main directions of the JSC’s activities and decides on the development of the JSC, having the right to “veto” on the most important issues, which puts the state in a special position compared to other private shareholders. Of course, such a “golden share” design not only goes beyond the principles of corporate governance, but also violates them.

Although the golden share mechanism is also available in some developed European countries, investors are usually extremely cautious about investing in companies that have a golden share. Although the “golden share” mechanism may be useful from the point of view of protecting the rights of the state and the entire society, from the point of view of the principles of corporate governance, the dominance of state rights violates the principle of equality between shareholders.

Thus, the institution of the “golden share” as a way of state control in management can only be preserved in joint stock companies that are of strategic importance and classified as such by a special federal law. In addition, the law should define the grounds for both the establishment of a special state right and its termination.

Due to the fact that in the coming years it is planned to reduce the share of participation of the Russian Federation in the authorized capitals of a number of joint-stock companies with state participation, determining the legal status of mixed joint-stock companies (corporations) becomes relevant.

Mixed joint-stock companies (corporations) - these are joint-stock companies in which the state participates in capital and management along with private capital.

Mixed societies were most developed in the economies of European states at the beginning of the 20th century. As M.I. Kulagin noted, in order to recognize a society as mixed, for example, under French law, it is necessary that, firstly, the state owns at least 10% of the company’s capital and, secondly, that the state’s participation in management is expressly stipulated in the charter of such a society. By becoming a shareholder, the state acquires broader rights than an ordinary participant. The charters of mixed companies include a provision that the general meeting cannot make decisions that are detrimental to state participation. Mixed societies, like state-owned companies, are under constant and varied government control.

In Russia, mixed joint-stock companies were actively created during the First World War, when the state monopolized entire sectors of economic activity, as well as during the period of the new economic policy, characterized by the active participation of the state in economic turnover. Mixed societies were considered “a union of the state or some other public organizations with private individuals for the joint management of an enterprise, which in appearance has the character of a private partnership.” In the late 1920s - early 1930s. mixed joint-stock companies were liquidated.

Modern Russian joint stock legislation does not contain criteria allowing to define a joint stock company as a mixed corporation. There are no such criteria in the privatization law. For example, Art. 39 of the Law on Privatization, which defines the specifics of the legal status of OJSCs whose shares are owned by Russia, does not determine the share of shares that belongs to a public entity. M. N. Israelite defined a mixed joint-stock company as “a commercial and industrial society that is formed with the participation of the state. Moreover, this participation, as mandatory, is limited to certain sizes. ...Mixed joint-stock companies have benefits and advantages.”

In a mixed joint-stock company, along with the public shareholder, there may be other shareholders with different stakes. Depending on this, they either influence the affairs of society or do not have such an influence.

In countries participating in the Organization for Economic Cooperation and Development (OECD), in 60% of all joint-stock companies with state participation, the latter owns 100% stakes. In other joint-stock companies, the state is opposed by other shareholders.

Three aspects are central to the relationship between the state shareholder and other private shareholders:

• - determination of the goals of the JSC;
• - exercise of the right to participate in management;
• - access of shareholders to information.

While private investors usually become shareholders for profit, the government has other goals. If profit is not the most important goal for him, conflict with other shareholders is likely. In these cases, the state must either acquire stakes from other owners (or, even better, not privatize these stakes from the very beginning), or find investors who will follow the non-commercial goals of the state.

Shareholders who own more than 25% of the company's voting shares have the opportunity to influence the management of the company. Shareholders owning from 1 to 10% of voting shares, in principle, cannot influence the management of the company, but can influence decisions made by a major shareholder owning more than 25% of the company's shares. The latter is somehow forced to take into account their interests. This fully applies to the state’s participation in JSC as a shareholder. According to data for 2014, the Russian Federation is the sole shareholder in 589 stable operating companies, which is 60.10% of the total number of such organizations. The state has a controlling stake (from 50 to 100%) in 55 JSCs, a blocking stake (from 25 to 50%) in 142 JSCs, and a minority stake (from 2 to 25%) in 194 JSCs.

In mixed corporations, on the one hand, the interests of the shareholder state must be ensured. This is possible, firstly, by indicating the goals of the state when participating in a joint stock company. Secondly, in certain cases, legislation establishes the priority of the interests of the state in relation to other participants in corporate relations. For example, the Law on Privatization (Articles 40, 41) establishes a requirement to maintain the state’s share in the authorized capital of a joint stock company when it is increased by additional issue of shares, if more than 25% of the shares are in state ownership. The sole executive body of a JSC included in the list of strategic JSCs does not have the right to enter into transactions related to the alienation of shares contributed in accordance with the decision

Government of the Russian Federation into the authorized capital of the company, as well as transactions entailing the possibility of alienation or transfer to trust management without the consent of the Government of the Russian Federation or an authorized federal executive body. A transaction made without such consent is void (Clause 3, Article 39 of the Law). Thirdly, the state as a shareholder can use the structure of a shareholder agreement, within the framework of which it is possible to provide for control in the management of the joint-stock company. In principle, the design of a special management right (“golden share”) can be replaced by the design of a corporate (shareholder) agreement regulated by Art. 67.2 Civil Code of the Russian Federation, art. 32.1 of the Law on JSC, taking into account the features that may be established by the Federal Law “On Joint Stock Companies with State Participation”, bearing in mind that the rights of a shareholder on behalf of the state - Russia - are exercised by the Government of the Russian Federation or authorized federal executive bodies, and in the established by law in cases - state corporations.

Legislative consolidation of the priority of the interests of the state as a participant in corporate relations should be “compensated”, equalized by legislative consolidation of additional rights and interests of private investors. Therefore, on the other hand, in mixed joint-stock companies the interests and rights of private shareholders must be ensured, which are regulated by the general norms of shareholder legislation. In many foreign countries, private shareholders are provided with additional rights that enable them to participate in decision making. For example, the possibility of absentee voting in a general meeting is facilitated and representation on boards of directors is ensured. In Slovakia, representatives of private shareholders constitute a majority on the boards of directors even in those joint-stock companies where the state owns a controlling stake. In other countries, representatives of private shareholders have veto rights over certain types of food. It is very desirable that such a veto right is provided for by the charter of individual joint-stock companies and is not contained in corporate legislation.

Thus, along with the state shareholder, mixed joint-stock companies contain private shareholders (investors) who have their own goals and interests. It is clear that, having a controlling stake, the state will determine the main directions of development of the joint-stock company, but in this case, private investors must be aware of the goals of the state and their interests in management and in making strategically important decisions must also be ensured. Otherwise, without sufficient information about the goals of the state, without the ability to influence decisions made through management, they will not be interested in investing in the development of such joint-stock companies. Therefore, ensuring a balance of interests of both the state and private investors, which is carried out through the creation of an effective corporate governance system, is of particular importance, and, consequently, the importance of management in such joint-stock companies is increasing.

Along with significant stakes in JSCs where the state has important strategic goals, state participation remains in those JSCs where the state has neither special goals (since JSCs do not provide public goods and do not have a decisive impact on specific markets), nor opportunities for implementation their interests (since the shareholdings are small). In particular, as follows from the Forecast Plan (Program) for the Privatization of Federal Property for 2014-2016, federally owned “single” shares of joint stock companies will not be privatized for the reason that “the cost of budgetary funds to prepare for their privatization will exceed the possible revenues of the federal budget from their privatization." At the same time, the state must bear the costs of managing such “single” shares. The analysis of privatization processes carried out by the Accounts Chamber of the Russian Federation notes that in order to ensure the effectiveness of corporate governance on the part of the state, minority stakes in joint stock companies should not be retained unless there are special grounds for this from the point of view of national interests. If it is necessary to maintain a stake in a joint-stock company, then it is advisable to strive to obtain a majority (controlling) stake.

Moreover, the overwhelming majority of JSCs created as a result of privatization were not and are not public in nature. Their creation was not associated with attracting investments through the issue of shares; many of them, throughout their entire existence, have never attracted investments through additional issues of shares; their securities are not traded on the stock market. The burden associated with compliance with increased legislative requirements for public corporations leads to additional costs for such companies that are not offset by the benefits associated with attracting investments. The participation of the state in the authorized capital of such joint-stock companies did not affect their investment attractiveness and entails only management costs for the state.

Consequently, one of the most important problems is determining the circle of joint-stock companies in which the participation of the state as a shareholder is economically justified in terms of management costs and the efficiency of decision-making that reflects the interests of the state. The strategy for managing state property should be based on the fact that those joint-stock companies for which the state does not have goals different from those of a private investor should be privatized.

In accordance with Decree of the President of the Russian Federation dated May 11, 1995 No. 478 “On measures to ensure guaranteed receipt of privatization revenues into the federal budget,” only shares of joint-stock companies that produce products (goods, services) of strategic importance for ensuring national security should be assigned to federal ownership states The list of such joint-stock companies was approved by Decree of the Government of the Russian Federation dated July 17, 1998 No. 784 “On the list of joint-stock companies producing products (goods, services) of strategic importance for ensuring the national security of the state, whose federally owned shares are not subject to early sale” and included 697 JSC.

In accordance with the Privatization Law, strategic enterprises include “federal state unitary enterprises that produce products (works, services) of strategic importance for ensuring the defense capability and security of the state, protecting morality, health, rights and legitimate interests of citizens of the Russian Federation”; Strategic joint-stock companies include “open joint-stock companies, the shares of which are in federal ownership and the participation of the Russian Federation in the management of which ensures the strategic interests of the state, the defense capability and security of the state, the protection of morals, health, rights and legitimate interests of citizens of the Russian Federation” (Article 6 of the Law ). Decree of the President of the Russian Federation dated August 4, 2004 No. 1009 “On approval of the list of strategic enterprises and strategic joint-stock companies” (as amended as of February 10, 2016) approved:

a list of federal state unitary enterprises engaged in the production of products (works, services) of strategic importance for ensuring the defense capability and security of the state, protecting morality, health, rights and legitimate interests of Russian citizens;

A list of OJSCs whose shares are federally owned and the participation of the Russian Federation in the management of which ensures strategic interests, the defense capability and security of the state, the protection of morality, health, rights and legitimate interests of Russian citizens.

Thus, the state owns shares primarily in strategic joint stock companies.

Shares of strategic joint-stock companies are included in the forecast plan (program) for the privatization of federal property after the President of the Russian Federation makes a decision to reduce the degree of participation of the Russian Federation in the management of strategic joint-stock companies.

To implement a unified state policy in the field of privatization, the Government of the Russian Federation submits to the President of the Russian Federation proposals to introduce changes into the list of strategic enterprises and strategic joint-stock companies regarding: the composition of federal state unitary enterprises from among the strategic enterprises, including for their subsequent privatization (transformation into open joint-stock companies); the need and degree of participation of the Russian Federation in JSCs from among the strategic JSCs, including for the subsequent privatization of shares of these JSCs; approves the forecast plan (program) for the privatization of federal property for the planning period.

It should be noted that the concept of “strategic joint-stock company” contained in the Privatization Law differs from the concept contained in Federal Law No. 127-FZ of October 26, 2002 "ABOUT insolvency (bankruptcy)". In accordance with Art. 190 for the purposes of the insolvency law, strategic joint-stock companies are understood as:

• - JSCs whose shares are federally owned and which produce products (works, services) that are of strategic importance for ensuring the defense capability and security of the state, protecting morality, health, rights and legitimate interests of Russian citizens, as well as other organizations in cases provided for federal law;
• - organizations of the military-industrial complex - production, scientific-production, research, design, testing and other organizations carrying out work to ensure the fulfillment of the state defense order.

Strategic joint-stock companies, within the meaning of the Federal Law “On Insolvency (Bankruptcy)”, also include organizations of the military-industrial complex. However, they are not classified as strategic joint-stock companies within the meaning of the Privatization Law. The list of strategic enterprises and organizations, including organizations of the military-industrial complex, to which the procedures provided for by the law on insolvency are applied, is approved by the Government of the Russian Federation and is subject to mandatory publication.

Federal Law No. 57-FZ dated April 29, 2008 “On the procedure for making foreign investments in business entities of strategic importance for ensuring the defense of the country and the security of the state” defines a joint stock company of strategic importance as follows: it is a business company established on the territory of the Russian Federation and carrying out at least one of the types of activities that are of strategic importance for ensuring the defense of the country and the security of the state and specified in Art. 6 of this Law. This definition of a strategic joint-stock company is given for the purposes of this particular Law. Article 6 of the Law lists a closed list of activities that are of strategic importance for ensuring the country’s defense and state security.

Thus, a rather strange situation arises. The list of strategic joint-stock companies for the purposes of the privatization law is determined by a presidential decree, for the purpose of applying the Federal Law “On Insolvency (Bankruptcy)” - by a decree of the Government of the Russian Federation. In order to establish restrictions associated with the implementation by foreign investors or a group of persons of investments in the form of the acquisition of shares (shares) constituting the authorized capital of business entities of strategic importance, a special Federal Law defines types of activities of strategic importance. Accordingly, business companies carrying out these types of activities, in the understanding of Federal Law No. 57-FZ dated April 29, 2008, are also strategic.

It seems necessary to establish uniform criteria by which a joint stock company will be classified as strategic; the concept of a strategic joint stock company should be unified regardless of the purposes of the legislation for which it is applied.

An analysis of current legislative acts containing the concept of a strategic joint-stock company allows us to formulate a single concept of a strategic joint-stock company: Strategic joint-stock companies are those joint-stock companies with the participation of the state, through which the state carries out functions to ensure the defense capability and security of the state, ensure peace and maintain world order, as well as protect the morals, health, rights and legitimate interests of Russian citizens.

As for the state's participation in JSCs created in the process of transforming unitary enterprises into JSCs and which are not strategic, the question arises: to what extent is it advisable for the state to maintain its share of shares in such JSCs, including from the point of view of management costs? In other words, the number of blocks of shares owned by Russia must correspond to the state’s ability to manage them, as well as the interests and goals of the state achieved through participation in such joint-stock companies. In relation to state blocks of shares in those joint-stock companies, the functioning of which does not allow the solution of problems based on the goals of the state, it is advisable to carry out the privatization of state-owned shares. First of all, this concerns JSCs in which the size of the state’s share does not allow it to influence management decisions (minority stakes), as well as those JSCs that operate in a competitive market.

Minority and “single” blocks of state-owned shares can be transferred either to trust management on the basis of Art. 26 of the Law on Privatization, or contributed to the authorized capital of vertically integrated structures, or to the assets of investment funds.

Speaking about the use of the trust management mechanism, it should be noted that there are certain inaccuracies in the wording of Art. 26 of the Law, according to which “a person who, based on the results of a competition, has entered into a trust management agreement for shares of an open joint-stock company, acquires ownership of these shares after the end of the trust management period if the terms of the trust management agreement are fulfilled.” However, this article stipulates that “a contract for the purchase and sale of shares of an open joint-stock company is concluded with the winner of the competition simultaneously with the trust management agreement.” This paragraph should be deleted, since it contradicts paragraph 2 of the same article, from which it follows that shares are sold based on the results of trust management.

The state can participate in a joint stock company not only directly (being the owner of a certain block of shares), but also indirectly, i.e. through other legal entities. Indirect (indirect) state participation is carried out through control over the main company, which, in turn, has a controlling stake in its subsidiary. We are talking about indirect participation in joint stock companies - through parent companies in which the Russian Federation is the majority shareholder. Practice shows that such cases are very common due to the fact that in recent years there has been a new wave of capital concentration and the formation of vertically integrated structures. For example, the establishment in 2008 of Oboronservis OJSC (100% of the shares are federally owned), the priority activity of which is the management of nine subsidiaries of the OJSC and the coordination of their interaction in the interests of the Armed Forces of the Russian Federation, government and other customers, is very indicative. including foreign ones. Other examples include OJSC Concern PVO Almaz-Antey, OJSC Scientific and Production Corporation Uralvagonzavod, OJSC Concern Okeanpribor, OJSC United Shipbuilding Corporation, which own stakes in dozens of joint-stock companies. So, for example, in pursuance of the Decree of the President of the Russian Federation dated 06/09/2010 No. 696 “On the development of the open joint-stock company “United Shipbuilding Corporation””, 10 JSC and FSUE “Sudoexport” are subject to integration into the JSC “United Shipbuilding Corporation”.

Another way of indirect (indirect) state participation is the transfer of shares owned by the state to state corporations. An example of this: JSC INTER RAO UES, in which 57.3% of shares belong to the State Corporation Rosamtom and JSC Concern Rosenergoatom; OJSC Atomenergoprom, 100% of whose shares were transferred to the State Corporation Rosatom. In turn, OJSC Atomenergoprom is the sole shareholder of OJSC Rosenergoatom Concern.

The State Corporation for Promoting the Development, Production and Export of High-Technological Industrial Products "Rostechnologies" received shares of 228 joint-stock companies (mostly 100% stakes) as a property contribution to the Russian Federation.

As follows from the Activity Report for 2013 based on the results of the implementation of the state program “Federal Property Management”, the privatization program for 2011-2013. shares of 98 open joint-stock companies were included, subject to contribution by the Russian Federation to the authorized capital of 16 vertically integrated structures. Of the 44 vertically integrated structures formed in these years, activities within the framework of the formation of 34 vertically integrated structures have been fully completed.

• M. II. Israelite identified four categories of joint-stock companies with the participation of state capital: 1) the state invested its capital in private joint-stock companies and acquired a certain number of shares; 2) part of the shares is assigned to the state (mixed joint-stock companies); 3) all capital actually belongs to the state, the charter does not provide for state participation; the acquisition of shares by private capital is not limited; 4) the state has the entire capital of the JSC by virtue of the charter, the possibility of private capital participation is excluded. See: Joint-stock companies: legal basis for the activities of joint-stock companies with and without the participation of state capital. M., 1927. P. 57.
• Report on the management of federally owned shares of open joint-stock companies and the use of the special right to participation of the Russian Federation in the management of open joint-stock companies (“golden share”) based on the results of 2014. URL: http://www.rosim.ru/documents/270607.