Investors interested in managing the company seek to take possession of a block of shares, the size of which will allow them to block the decisions of other shareholders. How many percent of the shares in the blocking package is a question that worries many investors. In some cases, the owners of a blocking stake have the opportunity not only to block, but also to make strategic decisions regarding the development of the company. This is possible with a sufficient percentage of preferred shares, as well as in other cases.

Shareholding

A block of shares is a set of securities that are issued by JSC and are in the same hands. It is important to take into account the total number of shares issued by the JSC and their ratio among all shareholders. In order to be able to resolve any issues in the board of directors of the company, a sufficient percentage of ownership of the shares issued by this JSC is required. To hold a meeting of shareholders, it is necessary to own at least 5% of the securities.

In addition to ordinary shares, companies have the right to issue preference shares, which differ in that the shareholder who owns them does not have the opportunity to manage the JSC through shareholders' meetings. However, when the company is liquidated, he also participates in voting on various key issues. Owners of preferred shares have a number of other advantages instead of the right to vote:

• receive dividends on their shares, regardless of the profit received by the company;
• have the opportunity to receive part of the property upon liquidation of the joint-stock company in the first place. Only after them the owners of ordinary shares will claim the property.

By Russian legislation the share of preferred shares may not exceed 25% of the total volume.

Shareholdings: up to 10%

When owning 1% of the company's securities individual obtains access to the register of shareholders. The shareholder has the right to view the status of the register on the daily island for profit analysis and further actions to buy or sell securities. All strategic investors start buying securities of any joint-stock company from 1%.

Upon reaching a share of 2%, the shareholder has the opportunity to nominate his own representative to participate in the board of directors. The shareholder also has the opportunity to manage the company, since the board of directors will have to reckon with his vote.

Ownership of 10% gives the shareholder the opportunity to convene an extraordinary meeting of shareholders. Also, the owner of this package has the right to demand inspections financial activities companies, and unscheduled.

Shareholding sizes: above 20%

In order to acquire a block of shares with a share of more than 20%, it is necessary to obtain permission from the Federal Antimonopoly Service. Upon receipt of a block of shares with a share of more than 20% of the company's securities, great prospects and freedom of action in the management of companies.

blocking package

Shareholders often ask themselves: how many shares are in a blocking stake? This is exactly the block of shares, the owner of which has the right to single-handedly block any issue and decision raised for discussion. To do this, the shareholder needs to consolidate in his hands 25% of the securities + 1 share. The owner of a blocking stake is able not only to block significant decisions in the management of the company, but also to make management decisions in general if there is no owner of a controlling stake. Or if the controlling stake is not consolidated in the same hands. Most investors set themselves the task of taking possession of a blocking stake, and not a controlling one.

Controlling stake

A shareholder who wants to receive a controlling stake must consolidate 50% of the securities + 1 share in his hands. The owner, in whose hands the controlling blocking stake is concentrated, is able to make decisions on dividend payments. His opinion is also significant in matters of the strategic direction of the company's development.

What proportion of shares in practice should contain a controlling stake

In theory, as mentioned above, a shareholder needs to own 50% + 1 share in order to consolidate a controlling stake in his hands. However, in practice given number much lower, and varies in the range of 20-25% of JSC securities. There are also examples in history when a share of 10% was enough for a shareholder to block objectionable decisions and manage the company. This option is possible if one of several conditions is met:

• the company's shares are consolidated in the hands of shareholders who, in this moment are geographically distant from each other, and for this reason, not all of them can be present on a permanent basis extraordinary meetings shareholders;
• securities holders are passive about attending shareholder meetings;
• part of the issued shares of the company are preferred and therefore do not give voting rights to their owners. In such a case, the proportion of shares held by investors is redistributed.

If there are shareholders at the meeting of shareholders, the total share of which is only 80%, then the value of the blocking block of shares does not start from 25% + 1. It becomes possible to block decisions with a smaller share of securities in the portfolio. Statistics are also observed: the more minority shareholders in the company, the smaller the share of securities for the controlling and blocking stake can be.

Difference between controlling and blocking stakes

From the definition of a blocking and controlling block of shares, it is interpreted that the owner of the controlling block is automatically recognized as the owner of the blocking block.

The owner of the blocking stake has the right to veto the decisions of the rest of the shareholders. However, it is worth noting that the owner of a package with a total share of securities equal to that required for a controlling stake has the opportunity not only to block the decisions of the rest of the shareholders, but also to make decisions on a large number of issues in the management of a joint-stock company, such as the payment of dividends, the direction of development and others

Some issues in the management of JSC, however, require more than 3/4 of the votes of shareholders, namely:

• if the liquidation of the company is being considered;
• if options are considered for merger, reorganization, change of status;
• when reducing the size of the UK (authorized capital) by reducing the so-called nominal value of each share;
• with an increase in the size of the authorized capital;
• when determining the value of the company's shares in the event of upcoming issues;
• when deciding on the purchase by the company of its own shares traded on the stock market;
• if the company plans to big deal, the value of which exceeds half of the JSC's assets.

What is the reason for the popularity of shares of open joint-stock companies?

The fact is that in the conditions of the modern world economic system, in the conditions of today's democracy and fierce competition, open joint-stock companies are the most resilient and efficient systems that produce goods and provide services. This is confirmed by numerous studies published in specialized books and journals. Who is interested in the stock market?

There are two main groups or structures in the world interested in the stock market. On the one hand, these are the owners of free capital - private investors, management companies, investment and pension funds, Insurance companies, as well as other funds and organizations that manage their own or entrusted free capital. They are called owners of free capital or investors.

On the other hand, these are the owners or co-owners of open joint-stock companies and their proxies, as well as top managers, whose income is usually tied to the value (capitalization) of the company. We will call them shareholders or owners of shares.

The goal of the former is to invest capital with maximum return or profitability for themselves and their clients. The goal of the latter is to maximize the value or number of shares they own or entrust. They are united by a common interest - increasing their own capital.

The interests of investors and shareholders meet and are satisfied in the stock market, i.e. stock exchanges. The stock exchange ensures the free movement of capital from one enterprise to another.

Transparency and accessibility of information about companies, their production and financial activities, free movement of capital and free circulation of shares on the market create huge opportunities for owners of free capital to choose the most potentially profitable investments. The same factors help shareholders choose who is more expensive to sell their shares to. In addition, if the company's shares are freely traded on the stock exchange, then it has competitive advantages compared to companies that do not have a market for their shares. Other equal conditions it is easier and cheaper for companies that have a market for their shares to attract credit resources, and blocks of their shares can act as collateral for loans and credits for more favorable conditions. Here we come to the participants of the stock market. Let's call them.

Issuer - participant of the stock market (state, local administration or joint-stock company), issuing securities to raise the money he needs.

Investor (depositor) is a person who invests his own or borrowed cash into projects, assets, including securities. Investors can be individuals, organizations, companies and various funds.

Professional market participants - organizations that ensure the functioning of the securities market. These include:

1. Organizations carrying out trading operations (brokerage firms, investment and management companies, banks, etc.);
2. Trade organizers ( stock exchanges and OTC platforms);
3. Organizations accounting for mutual obligations (clearing companies);
4. Organizations that ensure the movement and fixation of property rights (depositories and registrars).

Activities of all professional participants securities market (hereinafter - professional participants) is strictly licensed Federal Service By financial markets Russia (hereinafter - FFMS).

All other participants in the stock market, not related to the above organizations, are simply referred to as market participants. Only professional participants in the securities market who have special licenses have direct access to trading on the stock exchange.

Regulatory organizations - state structures, providing control over the activities of professional participants and ordinary participants in the stock market. In Russia, such an organization is the FFMS (www.fcsm.ru). Prior to it, these functions were performed by the Federal Securities Commission of Russia (FCSM). The FFMS carries out supervision and monitoring, i.e. checking the activities of all professional participants for compliance current legislation and violations of investor rights. In case of violation or non-observance of the law by professional participants, the FFMS may impose fines, suspend the license, and, if necessary, revoke the license.

The FFMS exercises control over the stock market from above, while such an organization as NAUFOR (www.naufor.ru) exercises control from below, i.e. within the professional participants themselves.

The work of these two organizations is the key to safe work all investors, i.e. us with you. Now consider who may be interested in transactions with shares on the stock exchange.
Let's call them members. stock trading shares.

Here is an approximate structure of groups of participants in stock exchange trading:

1. Major shareholders (majority shareholders) and their proxies who are members of the Board of Directors of the company and who know almost everything about it;
2. Strategic and venture investors who consider the purchase of company shares as a purchase of a business;
3. Top managers of the company who have complete information about the company;
4. Officials and employees government agencies authorities, various organizations and their proxies involved in the preparation of laws, projects and other documents and possessing exclusive information that may affect the value of the company's shares;
5. Investors who manage blocks of shares. They usually act as speculators. They may be investment funds, management companies, private managers;
6. Investors managing attracted funds. They usually act as portfolio investors. They can be investment funds, non-state pension funds, insurance and management companies, as well as private managers;
7. Investors managing their own or borrowed funds. These include brokerage and investment companies, banks, individuals acting as portfolio investors or speculators who use for trading operations own and borrowed funds and assets in the market.

Thus, the list of participants in stock exchange trading in shares is quite large. And each of these groups has its own plans, its own calculation and its own technology of work. Basically, due to different assessments, plans and different awareness of stock market participants, changes or fluctuations in the stock price on the stock exchange occur.

Now we come to the trading roles of stock market participants. All participants in the nature of transactions on the stock exchange can act as "bulls" or as "bears".

"Bull" - a market participant who bought securities, counting on making a profit due to an increase in their market value, i.e., intending to sell them at a higher price. The name "bulls" is associated with the desire of such players to raise the price of "horns".

"Bear" - a market participant who sold securities, counting on making a profit by reducing their market value, i.e., intending to buy them at a lower price. The name "bears" is associated with the desire of such players to "fill up" prices down by hitting them with their paws.

Investors, depending on their application trading strategy, are divided into strategic or direct investors, venture investors, portfolio investors, equity managers and speculative investors.

Let's consider them in more detail (the names are conditional).

1. Strategic or direct investor , as a rule, is a major shareholder. He may be a member of the Board of Directors and participate in the management of the company. He is interested in the company itself, i.e. its property (assets) and what he can get by managing these assets. He may seek to increase control of the company by buying shares from other shareholders. Usually, a direct investor is interested in the development of the company, in improving the efficiency of its work, in increasing the market value of its shares, so its main role on the stock exchange is the role of a “bull”. He may also transfer his shareholding to the management of a professional or private shareholder. There are cases when a direct investor sought to enrich himself at the expense of other shareholders or to “destroy” a company in order to eliminate a competitor. A striking example of such a situation is the Baltic Shipping Company, which was destroyed by competitors.
2. Venture investor may be a direct or portfolio investor seeking to profit from effective control over the company and the implementation of promising investment projects. Often the end goal venture investor is the sale of your business or shareholding with maximum benefit for myself. Thus, he can play the role of both "bull" and "bear" on the stock exchange.
3. portfolio investor - invests money in shares for an extended period of time, usually from one to four years, and operates with the aim of making a profit by increasing the market value of shares and receiving dividends. On the stock exchange, he plays mainly the role of a "bull".
4. Shareholder - manages blocks of shares for a long period of time (from one to four years). Its purpose is to make a profit by selling shares at a higher price and buying them at a lower price, as well as by receiving dividends. Another goal of the block managers may be to increase the number of shares in the block. He can act on the stock exchange both in the role of “bulls” and in the role of “bears”.
5. Speculative investor - invests his money in shares for a short time (from several hours to several months) and acts with the aim of making a profit by changing the market value of shares. Investors belonging to this group are called traders or asset managers. They are very important for the stock market, as they provide liquidity to this market and create conditions for the work of portfolio investors and equity managers. Without exaggeration, they can be called the builders of the building, called " stock market". Speculative investors use every opportunity to capitalize on the price movement, so they act in the market both in the role of "bulls" and the role of "bears", depending on the situation. However, more often they play the role of "bulls".

You have already learned about the different awareness of stock market participants, and right there it is worth touching on such an important topic as insider information. The saying “information is more valuable than money” is most appropriate for the stock market, since this is where information has tremendous power. All participants in stock exchange trading, depending on the level of their awareness, can be divided into two categories: insiders and outsiders.

Insiders - market participants who, due to their status, official position or family ties, have access to confidential (or, in other words, insider) information, the use of which allows them to have a certain economic advantage in the market. Insiders are able to influence the price of shares on the stock exchange and, thereby, play this or that game on the stock exchange. These include participants in exchange trading from the first to the fourth group (see the list of participants in exchange trading).

Outsiders - market participants who do not have confidential (insider) information capable of influencing the share price. This category includes participants in exchange trading from the fifth to the seventh group (see the list of participants in exchange trading).
Understanding how insiders and outsiders operate in the market, you will be able to analyze certain fluctuations in the price of shares on the stock exchange. Let's summarize all the information about the participants in exchange trading in Table 1 and draw important conclusions.

Table 1 Level of awareness and trading roles exchange trading participants

An analysis of Table 1 shows that the stock market is dominated by informed insiders, who cannot be beaten by ordinary investors. However, due to the fact that business owners - insiders, are ultimately interested in the growth of the market value of shares, they often act as "bulls" in the market. This allows simple, uninformed investors to make a profit on the stock market. It turns out that most of the participants in exchange trading are interested in the growth in the value of shares. Knowing this fact alone allows us to understand the essence of the stock market. This is one of the main reasons why stock prices have risen in the past and will continue to rise in the future.

Copyright 2007 Vadim Zverkov - a link is required when publishing

The placement may be completed before the end of this week, several people who are interested in buying shares told Vedomosti. The company has been preparing for a deal since autumn, two investment fund managers add. A large package during the placement can be bought by Leader Management Company, managers and two traders say. MC "Leader" agreed to purchase securities that will not be in demand by the market, one of the interlocutors of "Vedomosti" clarifies.

Representatives of TMK and the two banks organizing the offering, VTB Capital and Aton, declined to comment. Representatives of the other two organizing banks, Credit Suisse and Morgan Stanley, did not answer Vedomosti's questions. A request sent to the management company "Leader" remained unanswered.

The shares will be sold by TMK's 100% subsidiary, Rockarrow Investments Limited. She will borrow the papers from the structure of the main owner of the company Dmitry Pumpyansky - TMK Steel Holding Limited, TMK reported. After the purchase of the package from VTB, the debt will be repaid, and as a result of the transaction, Pumpyansky's stake will remain at 65.05%.

VTB bought TMK shares in two steps - about 8% on December 30, 2015, and in August 2016 increased the stake to 13.44%. The entire package cost the bank 10 billion rubles. The terms of the option are not disclosed by the parties. The minimum price at which TMK is ready to sell a 13.44% stake in order to complete the deal with VTB is 10.3 billion rubles, according to materials sent out by the organizers. On the Moscow Exchange on the eve of the announcement of the placement of shares, such a package was worth 11.5 billion rubles. Yesterday, the company's capitalization decreased by 4.65%, and the cost of 13.44% of the shares amounted to 10.87 billion rubles.

Managers and traders interviewed by Vedomosti do not undertake to predict what the demand for TMK's papers will be. It is unlikely that many investors will be interested, one of the interlocutors believes: since the August lows of 2015, the company has already doubled in price, no dividends are expected. Demand may be high, BCS analyst Kirill Chuiko argues. The papers still have growth potential, he is sure: the recovery of the American market, the strengthening of the ruble (this will reduce debt, the foreign exchange share of which is 55%) and the reduction in the cost of raw materials (scrap prices decreased by 17%) will help.

Two interlocutors of Vedomosti believe that if Leader Management Company buys a significant stake in TMK, then, like VTB, not for long - the deal will again involve an option. The sale of VTB shares was convenient way attracting financing for the pipe company, whose debt load was almost 4 EBITDA, the interlocutors of Vedomosti told. As of September 30, 2016, TMK's net debt is $2.56 billion. net debt to $2.2 billion, will still be high - 4.4 EBITDA.

Recently, a new product was announced in the real estate market - a buyer's property package. Novostroy-M asked independent expert Ekaterina Rumyantseva, Chairman of the Board of Directors of Kalinka Group, to comment on the entry of the novelty into the market of new buildings.

Elite residential complex "Vavilovo", built according to individual project architect Erasmus Pepanyan, is located in the south-west of Moscow, in one of the most environmentally friendly and green areas of the capital. This multifunctional complex includes both premium-format residential premises and an office part, the income from its rental will be a source for paying off the costs of apartment owners for the operation of the complex.

"Property package of the buyer" - an unprecedented program for Russia, implemented only in this project. Buying a home gives the owner the right to become a shareholder management company- open joint-stock company"Vavilovo", implementing the project of this residential complex. The total number of company shares is equivalent to the living area of ​​the building. Each buyer receives a block of shares proportional to the area of ​​the purchased apartment. Thus, the whole authorized capital management company is distributed among apartment owners who will be able to receive not only square meters, but also a source of income to pay off the current costs of operating the complex. And with favorable conditions in the office rental market, a decent additional income, which over time (depending on market conditions, the period can be from 30 years) can exceed the cost of buying a “buyer's property package”, that is, the initial cost of buying an apartment.

Will the "property package" be implemented by other developers? What is the advantage of this proposal, are there any disadvantages?

The idea of ​​making apartment owners shareholders of a management company is not new; it has been discussed on the market for several years. However, there has been no successful experience of its implementation so far. What are the main risks of distribution of shares between the residents of the house? In my opinion, there are three potential problems.

First, when the premises are owned a large number of people, it is not easy to agree on management. The right to receive income is associated with the need to perform certain duties. It is highly likely that apartment owners who have become shareholders of their management company will get additional serious employment in their free time. They will have to participate in meetings, make decisions on the size of the rental rate, leased space, coordinate tenant candidates. It is difficult to predict the effectiveness of such work, the probability of losses is high.

It is not surprising if, for a part of apartment owners, the time and effort spent will not be justified by the income received. Then they decide to drop the load and sell their shares. In this case, it is possible that in a year or more the traditional control scheme will be established in the residential complex.

Secondly, at the initial stage of construction, there is always a temptation to sell non-residential premises because they are expensive. In the first months of project implementation, it is difficult to predict how the financial situation developer, what will be the demand, and how sales will go. In an unfavorable situation, a good undertaking may not live to see the completion of construction. The economic need may be stronger than the marketing concept.

And, finally, the refusal to sell office space means that the developer will not receive part of the income, will not compensate for a significant portion of its costs. Naturally, he will want to return this money by increasing the cost of the square. meters. It is difficult to predict the consequences of such a decision, but for sure not everyone will want to overpay for apartments due to the (albeit implicit, but quite real) “load” in the form of shares of the management company, someone will doubt the success of this undertaking. As a result, implementation difficulties may arise, and ways to overcome them will have to be found. If the developer announces discounts, this will most likely worsen the profits made. Between such potential problems, he will need to find a balance.

Will the package be in demand among luxury home buyers?

Accurately assess the economic attractiveness of participation in a joint-stock company that manages residential complex, It's hard enough. From open sources it is known that the area of ​​​​office space in the residential complex "Vavilovo" is 10,500 square meters. meters, and the average rental rate - 21 thousand rubles per sq. m. meter per year. There are 257 apartments in the complex - let's assume that this is the number of shareholders, then the gross monthly income on average will be 71.5 thousand rubles per month per shareholder. From it it is necessary to deduct income tax and expenses for the maintenance of premises, which can reduce the final value by half or even more. In addition, it is not clear from which part of the leased space the shareholders will receive income - it is possible that the usable leased area will be less.

However, despite all the potential difficulties and pitfalls, it is worth noting that if the "buyer's property package" demonstrates its viability, it will almost certainly be used by other developers.

What does a controlling stake mean?
Controlling stake - this is a certain number of shares of some enterprise (joint stock company), which is at the disposal of the shareholder, providing an opportunity for this shareholder to manage the joint stock company. That is, in fact, the owner of a controlling stake controls (that is why it is called so - control) the activities of the enterprise and can independently make strategic decisions regarding critical aspects activities of the joint-stock company.

In this article:

What share of shares do you need to own for a controlling stake?

The controlling stake must be more than half of all shares issued by issuers (51% of shares). But this is theoretical. In practice, in large enterprises, a strategic investor needs to own a package of about 20-30% of all shares in order to gain control over the enterprise. This is due to the fact that on general meeting shareholders, not all shareholders will be represented and will not be able to vote against the decisions of the dominant shareholder.

Owners controlling stakes shares of large Russian enterprises are usually large shareholders, for example, the founders of the company, or top management, or the state (government). Usually, those who are commonly called oligarchs are the owners of enterprises: factories, newspapers, steamships - that is, they have controlling stakes.

blocking stake

There is also such a thing as blocking shareholding. The owner of such a package can block most decisions of the board of directors (general meeting of shareholders). Theoretically, the share of shares required for blocking is 25%, but in practice it is less.

Voting shares

Note that at the meeting of shareholders only voting shares, that is, those that give the right to vote.

Here's what you need to know. As you know, there are 2 types of shares: ordinary And privileged stock. The very name "preferred" implies certain privileges that such shares have in relation to ordinary ones. And indeed, preference shares provide their owners with increased dividends, since often the charter of a joint-stock company contains provisions that provide shareholders with the opportunity to receive increased dividends. If you look at the annual ratings compiled by different analytical companies, it is easy to see that most of the shares on which the largest dividends are paid are preferred (an example of such a rating for 2008 can be seen).

Preferred shares also provide the right to receive the company's property in the event of liquidation. But such shares do NOT give the owners the right to vote at the general meeting of shareholders. Therefore, large shareholders own ordinary shares, as they give the right to vote at the meeting of shareholders.