An important form of enterprise integration are entrepreneurial networks and unions (they are also called alliances, partnerships, clusters, communities, virtual corporations; in Russian business they are most often considered as business networks), uniting organizations, each of which plays its own specific role in the network. The companies included in the group are considered as subjects of economic relations and partners in a system of interacting organizations. This is a fairly stable, flexible structure that influences the performance results and management system of its member organizations, allowing them to coordinate their actions, attract new partners and even compete with each other. Their union is based on a combination of formal control of contractual relations and informal exchange of services.
Here are some examples showing the different reasons and forms of alliances.
On the basis of cooperation agreements (joint activity agreements), OJSC LUKoil and JSC ZIL entered into an alliance with the aim of developing new types of fuels and lubricants for use in the production and operation of the ZIL vehicle.
Two automobile plants (KamAZ and VAZ) voluntarily decided to concentrate production of the Oka small car at the KamAZ site.
The entrepreneurial union was created on the basis of enterprises, including an assembly plant, a design bureau and factories for the production of components used in the production of wide-body Il-86 aircraft.
The creation of a new aviation alliance was announced by Transaero Airlines, which signed an agreement with Krasnoyarsk Airlines, Ural Airlines, Ero Kazakhstan Group and the American Continental Airlines. The union provides for the mutual use of route networks and the sale of tickets at special rates. This allows passengers to spend minimal time connecting flights in 25 cities in the United States and other countries.
There is an urgent need to create strategic alliances, partnerships and joint ventures in the oil and gas business of the Russian Federation, especially in connection with the intensification of the development of new fields. An example would be the organization of development of oil fields in the Northern Caspian in recent years. It is known that until the early 1990s this zone was little explored, and only one major oil company, LUKoil, declared the Caspian Sea a zone of its strategic interests. Since 1995, it has spent tens of millions of dollars annually on seismic work in the Russian sector and built exploration drilling capacity. In 1997, the first federal tender was announced for the development of the subsoil of the Severny block, which was won by LUKoil, and in mid-1998 the companies Gazprom, LUKoil and YUKOS discussed the idea of creating a joint venture with equal shares for research of the Russian sector. In mid-2000, almost 50% of all Russian oil and gas companies declared their readiness to develop Caspian resources, and began to actively join forces with other partners. Thus, in April 2000, the oil company Tatneft entered into a strategic partnership agreement with Kalmykia for a period of 25 years. The companies intend to create a joint venture, Kapmtatneft, to develop Kalmneft fields based on Tatneft technologies and offshore fields adjacent to the republic (Oil and Capital, 2000, No. 6, p. 66).
Business unions play a significant role in the activities of small businesses, which are increasingly asserting themselves as an essential component of a civilized market economy and an integral element of the competitive mechanism. The need to create entrepreneurial unions between small enterprises is dictated by their characteristics as objects of management in comparison with organizations of a larger scale. The development of integration processes enhances the interaction of small business structures among themselves and with organizations in the corporate sector of the economy.
Especially great benefits come from entrepreneurial unions of companies united in clusters(or, what is the same, groups, bushes) in certain territories that provide them with certain competitive advantages (for example, the necessary infrastructure, communications and telecommunications, equipped production areas, etc.). Large industrial zones located in cities or other administrative-territorial units and having free capacity due to the restructuring of the domestic economy can be used as such territories. This is where it is beneficial to create clusters of companies in which, from the very beginning, a critical mass of professionalism, art, infrastructure support and information relationships between companies in a certain field (area) of activity can be concentrated.
Such areas that unite companies into unions can include: production of household goods; various industries related to healthcare, production of household products, etc. As foreign and domestic experience shows, when a cluster is formed, all industries in it begin to provide mutual support to each other, the free exchange of information increases and the dissemination of new ideas and products accelerates through the channels of suppliers and consumers who have contacts with numerous competitors (see Porter M. International competition. M., 1993, p. 173).
Research shows that in network alliances there is a shift in emphasis from considering the firm as an independent economic unit that forms its development strategy based on the coordination of internal resources with the state of the external environment, to analyzing the system of interacting firms as a single market entity. And this leads to a new interpretation of the company, market relations at the level of specific economic relations, and management methods. A system of relationships develops between partners in a network that links their resources, and in the interests of developing the network, they can mobilize and share resources belonging to individual organizations. Thus, the activities of each participant are integrated into the network and defined by it as a holistic entity. If these conditions are violated, the union can be terminated, and this is not such a rare case in the practice of relationships between organizations (O. Tretyak. New stage in the evolution of the marketing management concept // Russian Economic Journal, 1997, No. 10, pp. 78-79).
Thus, in May 2000, the management of Alitalia and KLM airlines announced the collapse of the most integrated alliance in aviation, which bordered on unification. The initiator of the break in relations was KLM, which put forward difficulties at Milan Malpensa airport (a hub for the new alliance) and the delayed privatization of the Italian carrier as the main reasons. It was decided to completely stop working together on August 31, 2000 and to close all flights previously operated under common codes from September 1. Former partners are discussing ways to return the 100 million euros that KLM invested in the development of Malpensa, and are negotiating with third parties to join existing alliances (Air Transport Review, May-June 2000, p. 2).
The ideas of creating entrepreneurial unions are being discussed at diversified state-owned enterprises of the Russian Federation and in a number of new private firms, which see an opportunity in this way to concentrate their activities on priority areas, and transfer other types of activities to external performers who cope with them more successfully than internal divisions. The need to create entrepreneurial networks is understood by many directors who are concerned about how to connect and bring to a common end result the entire chain of interconnected enterprises.
An example of the formation of a business network is the company INEC (“Information-Economy”), which over 10 years of operation has taken a strong position in the market of information technology and consulting services, primarily due to the formation of a wide business network. The base company INEC initially specialized in consulting services, but soon its main activity became the development of computer programs. This led to the need to form a reliable circle of partners, which over time included: the Institute of Computer Technologies,
VNIIESM, auditing company, INEC-Stroy company. This group represents the core service platform. At the same time, the company is developing its partner network, which includes over 100 companies, and among them are powerful competitors of INEC, cooperation with which turns out to be equally beneficial for both parties. An important factor in the group’s competitiveness is the presence of reputable organizations (banks and well-known industrial enterprises) and government institutions of the Russian Federation (ministries and the Central Bank) among its partners and clients.
According to INEC management, the main competitive advantage of the group is universalism combined with deep specialization. Thanks to the network organization of its activities, INEC is a kind of “supermarket”, whose customers can find everything they need plus additional services anywhere in the country.
The effectiveness of a network organization is achieved through the mutual enrichment of the group’s intellectual potential when developing joint projects, when the mass of know-how in various areas is increased - algorithms, methods, standard solutions.
All this affects the management system of each organization, especially since its boundaries change their usual outlines, and the concept of the external environment is blurred. When forming a management strategy, each organization is faced with the fact that some resources and activities, usually considered internal, practically cannot be controlled by it; at the same time, resources and activities previously considered external actually form an integral part of the organization itself and are subject to its influence and control.
Business unions- class organizations of the bourgeoisie that emerged at the end of the 18th - beginning of the 19th centuries. and uniting in the modern period the majority of capitalists of individual industries, regions and entire countries with the aim of fighting against the working class and influencing state policy. They play a huge role in combining the power of monopolies and the state into a single mechanism. The functions and role of entrepreneurial unions in the state system of monopoly capital increased significantly with the entry of capitalism into an era of general crisis and with the development of monopoly capitalism into state-monopoly capitalism.
Industry business unions are engaged in solving specific problems related to the dominance of capital in a given area, and often perform the functions of broad-based cartel associations (see Cartel). Nationwide unions, expressing the interests not only of individual groups of the monopoly bourgeoisie, but also of all monopoly capital, took upon themselves the task of adapting monopolies to new conditions of domination, promoting the combination of current tactical and long-term strategic interests of the monopoly bourgeoisie. This ability of business unions to express the fundamental interests of monopoly capital and, if necessary, to subordinate to them the interests of individual monopolies makes them strategic centers, the general headquarters of monopolies.
The main business unions are in the USA the National Association of Industrialists and the Chamber of Commerce, in England - the Confederation of British Industry, in France - the National Council of French Entrepreneurs (or Patronat), in Japan - the Federation of Economic Organizations, in Italy - the Confederation of Italian Industry, in Austria - the Association Austrian industrialists, in Germany - the Federal Union of German Industry (FSGP) and the Federal Association of German Employers' Unions (FONSR). The FSGP, for example, through its 39 central sectoral and 13 state unions, which include over 400 sectoral and 216 regional unions, unites almost all of Germany's industrial enterprises.
Economic unions (NAP, FSGP, NSFP, KBP, etc.) are engaged in developing the strategy and tactics of monopoly capital on general issues of economic policy, domestic and foreign policy of capitalist countries. Socio-political unions (or unions of employers, employers of labor, such as FONSR, US Chamber of Commerce) specialize in issues of regulating working conditions, social policy and wages. There is not only a division of labor between them, but also interaction.
Business unions are the most important tool for transforming the economic power of monopolies into political power, which serves to strengthen their economic dominance. They participate in the financing of personnel of the state apparatus, in the development of bills, have constant contacts between working bodies and the leadership of unions with government institutions at all levels, etc. They finance up to 90% of the expenses of bourgeois parties and have a great influence on the reformist parties in power , send a huge number of bills, memoranda and demands to parliaments and governments.
They play a huge role in the fight against the labor and revolutionary movement, for which they use not only numerous methods of corrupting the top of the trade union leadership, ideological “indoctrination” of the population, but also state legislation. They are the creators of the most reactionary anti-worker laws in capitalist countries (Taft - Hartley, Macarren - Wood, Landrum Griffin and others in the USA, “emergency” laws and the law banning professions in Germany , industrial relations law in England, etc.). The Imperial Union of German Industry played a huge role in the establishment of fascism in Germany.
After the Second World War, international business unions were created. Within the European Economic Community alone, there are more than 200 international industrial unions; the Council of Industrial Associations of the European Free Trade Association and the Council of European Industrial Unions have also been formed. The latter includes 27 largest national unions of 18 Western European countries, national unions of entrepreneurs in the USA and Canada. Entrepreneurial unions are a powerful instrument of the rule of monopoly capital.
Associations (unions)– these are associations of commercial organizations under an agreement with each other for the purpose of coordinating their business activities, as well as representing and protecting common property interests. Associations (unions) of commercial organizations are non-profit organizations, but if, by decision of the participants, the association (union) is entrusted with conducting business activities, such an association (union) is transformed into a business company or partnership in the manner prescribed by the Civil Code of the Russian Federation, or can create a business company or participate in such a society.
The association (union) is not liable for the obligations of its members; the latter bear subsidiary liability for the obligations of the association (union) in the amount and manner provided for by the constituent documents of the association. A member of an association (union) may be expelled from it by decision of the remaining participants in the cases and in the manner established by the constituent documents.
Constituent documents association (union) are the constituent agreement signed by its members and the charter approved by them. Constituent documents must contain the following information: name of the association (union) as a legal entity; its location; procedure for managing the activities of the association (union); obligations of members to create an association (union); the procedure for joint activities to create it; conditions for the transfer of property to the association (union) and participation in its activities; conditions for the composition and competence of the governing bodies of the association (union) and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of the members of the association (union); the procedure and conditions for the withdrawal of members from the association (union); procedure for excluding members from the association (union); the procedure for the distribution of property remaining after the liquidation of the association (union), and other information.
An association (union) must have a name containing an indication of the main subject of activity of its members with the inclusion of the word “association” or “union”.
The highest governing body of an association (union) is the general meeting of its members. The executive management body may be a collegial and/or individual management body.
An association (union) is liquidated on the basis and in the manner provided for by the Civil Code of the Russian Federation, the Federal Law “On Non-Profit Organizations” and other federal laws.
are formed on the basis of voluntary cooperation agreements that unite companies of different sizes and forms of ownership. This is a fairly flexible structure that allows its member organizations to coordinate their actions, attract new partners, and even compete with each other. An example is the union of two automobile plants - KamAZ and VAZ, which voluntarily decided to concentrate the production of the Oka small car at the KamAZ site. Another example is the creation of an entrepreneurial union consisting of an assembly plant, a design bureau and factories for the production of components used in the production of wide-body Il-86 aircraft.
Particularly great benefits are provided by entrepreneurial unions of companies united in clusters (translated from English as “group, accumulation, concentration, cluster”) in certain territories, which provide them with certain competitive advantages (for example, the necessary infrastructure, communications and telecommunications , equipped production areas, etc.) For this purpose, large industrial zones located in cities or other administrative-territorial units and having free capacity due to the restructuring of the domestic economy can be used. This is where it is beneficial to create clusters of companies in which, from the very beginning, a critical mass of professionalism, art, infrastructure support and information relationships between companies in a certain field (area) of activity can be concentrated. Such areas that unite companies into unions can include: production of household goods; various industries related to healthcare, the production of household products, etc. As foreign experience shows, when a cluster is formed, all industries in it begin to provide mutual support to each other, the free exchange of information increases and the dissemination of new ideas and products through supplier channels accelerates and consumers with contacts with multiple competitors.
One of the newest organizational forms is a virtual corporation, which is a network of independent companies (suppliers, customers and even former competitors) created on a temporary basis, united by modern information systems for the purpose of mutual use of resources, reducing costs and expanding market opportunities. The technological foundation of a virtual corporation is made up of information networks that help to unite and implement flexible partnerships through “electronic” contacts.
According to many leading experts in the field of management, the development of network connections between organizations that are part of a virtual corporation may result in a revision of the traditional boundaries of enterprises, since with a high degree of cooperation it is difficult to determine where one company ends and another begins.
More on the topic of Business unions:
- Legal regulation of the status and activities of credit unions
- Court cases involving credit unions: recognition of the legality and non-banking, non-commercial nature of their activities
Due to the variety of phenomena that fall under the definition of syndicates and trusts, all researchers, both economists and lawyers, carefully dwell on the classification of business unions.
Economists are more generous with classifications, for whom they sometimes, in essence, coincide with a systematized description. Thus, Kleinwechter divides cartels into five groups: 1 - regulating the size of production, the number of goods; 2 - regulating prices of goods; 3 - regulating production and prices; 4 - regulating the distribution of orders; 5 - regulating the geographical area of sales of goods * (278). All these features are of significant economic importance. But there are many other economic factors that play an equally significant role from the same point of view. Therefore, if you take this path, there will be no end to the ingenuity of classifiers. I. I. Yanzhul, “due to the instability and precariousness of the grounds for dividing syndicates, their quantitative diversity and the uncertainty of the concept,” considered himself forced, instead of classification, to limit himself to only listing the most important species * (279)
In essence, other classifications are the same enumeration.
For the purpose of economic study of phenomena, descriptive grouping may be of some convenience, but it cannot satisfy lawyers who must study the forms of phenomena.
From the point of view of forms, it is necessary to dwell on the contrast of trusts to all other entrepreneurial unions with cartel tasks.
The accuracy of the opposition is somewhat hampered by the instability of terminology. If the term “trusts” is used in a rather definite sense, then the terms syndicates, cartels, fishing syndicates, business unions are used rather indifferently, either to designate all kinds of business unions seeking to exclude competition, or for agreements specifically opposed to trusts. In addition, business agreements are an international institution, widespread, although not equally, in all countries of Europe and America, and in each of them the terminology is different.
The term "entrepreneurial unions" seems to be the most convenient for the general designation of the entire range of phenomena that is covered by this definition of a union of entrepreneurs seeking to raise prices or prevent their fall by means of either completely excluding or limiting competition. The term “fishing syndicates” should be considered less appropriate, because the word “fishery” is used in a narrower sense than an enterprise. P. B. Struve * (280) objects to this term, because it also applies to such unions of entrepreneurs that are not interested in limiting competition.
Lifman contrasts entrepreneurial unions (Unternehmerverbande) with societies and partnerships * (281). Baumgarten and Mesleny are quite right to point out that this is illogical. The business unions under consideration can take a wide variety of forms, starting with simple agreements that only partially and strictly limit otherwise free entrepreneurial activity, and therefore not even forming a society in the technical sense of the word, and ending with the formation of a new partnership that completely excludes independent entrepreneurial activity. activities of individual participants. Thus, it is incorrect to contrast cartels as business unions with various forms of comradely organization.
Turning to the opposition of syndicates to trusts, one cannot help but recognize the absolutely correct indication of Baumgarten and Mesleny * (282) that the theoretical task of distinguishing between these phenomena is as difficult as the simple task of a purely practical one. Here there is a long chain of relations, at one end of which are simple contractual relations of completely independent subjects of rights, at the other a new subject of rights. And it would seem that the simplest solution to the problem would be to classify the last category as trusts, and all the others as syndicates in general. But some researchers find this kind of division incorrect simply because where a new subject of rights has arisen, there is not an agreement of entrepreneurs, which is the subject of all kinds of cartels, but a new entrepreneur. This purely formal consideration is essentially incorrect. The essence of the phenomenon does not change at all because a group of entrepreneurs, instead of a mutual agreement regulating the activities of the participants, merges all their activities to such an extent that they form a single enterprise.
If the merger consists of the formation of a joint-stock company that absorbs the merged enterprises, then the new company is subject to the rules on joint-stock companies developed by the legislator. But when creating these rules, the peculiarities and dangers of cartel agreements aimed at eliminating competition were not taken into account, and yet it is precisely this goal that requires special attention from the legislator. It would therefore be completely wrong to single out cartel organizations as the most powerful form of exclusion of competition. This would mean, for purely formal reasons, to unnaturally narrow the range of phenomena being studied.
That is why unified enterprises, uniting all entrepreneurs of any industry into one joint-stock company, are included in the concept of a union of entrepreneurs. But is it possible to base the opposition of trusts to other syndicates on the sign of the unity of the enterprise, the formation of a new subject of rights? Wouldn't this be a desire for simplicity to the detriment of the matter itself?
A cartel agreement may seek to soften competition without at all encroaching on the autonomy of the participants either in the production or sales process. The entire agreement may come down to certain restrictions in setting prices, sales area, etc. The agreement may also concern restrictions on the size of production.
The weakness of such agreements is that control is almost impossible and abuses are elusive. Control over the sale is possible only if one condition is strictly met: the sale itself must be concentrated in the hands of the counterparties. This is equally necessary in the case where restrictions relate to the size of production, since under technical conditions it is extremely difficult to monitor the conscientious fulfillment of obligations, with the exception of those branches of production that, for fiscal reasons, are under the direct control and accounting of the government.
Thus, the second stage of cartel agreements is the transfer of all trade into the hands of a united organization of counterparties who have entered into a cartel agreement. The sales organization can be very different. An intermediary bureau can be organized, which only distributes orders in accordance with the established agreement, without directly entering into contractual relations with customers. It is possible that the bureau itself may be given the right to conclude contracts with the fact that they are transferred, in accordance with the terms of the cartel agreement, to individual participants. Such a transfer has its inconveniences, so it is replaced by the conclusion of a contract bureau on behalf of the enterprise association. The bureau or the person at its head is the general trustee of all entrepreneurs bound by the agreement. The sales bureau therefore contacts the union body. In all these cases, the bureaus are deprived of an independent legal position. Such an organized sale is acquired if it is expressed in the form of an independent commission transaction, if, therefore, the bureau is a commission agent concluding an agreement on its own behalf, albeit at the expense of the union. Such a commission agent can be either an individual merchant or a partnership specially organized for this purpose, to which all forms of partnership known by law are equally applicable.
In the case of the Society for Trading Mineral Fuel. Donetsk Basin (Produgol) with the South Russian Dnieper Society The Petrograd court rejected the commission nature of the agreement, which transferred all coal sales to Produgol. The court found that Produgol determines at its own discretion the terms and prices of sales, as well as the terms of payment, reserving the right to change prices, subject to a simultaneous corresponding change in the prices of all other counterparties. Produgol annually determines for its counterparties the percentage participation in the sale to which it is entitled out of the total amount of coal sold. Thus, the commission agent sets for his principal not only the price of the goods, but also the maximum, above which the principal does not have the right to sell his goods either through his commission agent or directly. This kind of agreement, according to the court, contradicts the very nature of the commission agreement. We cannot agree with this. Allowing the commission agent to set the price is entirely compatible with the nature of the commission agreement. According to the law (Article 54*(283) of the Statute of Trade, “the commission agent is obliged to execute the accepted order in accordance with the instructions of the surety” and it is up to the discretion of the surety to bind the discretion of the commission agent to a certain extent to a greater or lesser extent. A more serious reference seems to be that The commission agent sets a maximum beyond which the guarantor does not have the right to sell the goods. But what is the meaning of the agreement by which the guarantors allow their commission agent to determine the maximum sales possible for them? Only in that the commission agent undertakes to attribute the sales made by him not to the account of one or another of his guarantors? at their own discretion, but to distribute in a pre-agreed proportion among their guarantors, and the guarantors do not have the right to sell their goods in addition to their commission agent. In this additional agreement, one cannot see any deviation from the general principles of the commission agreement, since the commission agent receives the right of exclusive sale from several. guarantors, he is obliged to protect their interests from possible unevenness in the distribution of sales between them that does not contradict the general duties of the commission agent. This guarantee of the fair interests of the principals is the mandatory distribution of all sales among the trustees.
As a result of the exclusive sale of the products of production or production of all guarantors, the general commission agent concentrates the entire sales business in one hand and regulates (indirectly) the amount of production or production. The truth and the cartel purpose of the entire agreement cannot be doubted. But this does not predetermine the question of the legal nature of the agreement. Therefore, formally, the court is completely wrong in denying the nature of the commission agreement after agreement, by which producers transfer the entire sale of their production to one person, who determines, in his own opinion (depending on the state of the market), both the selling price and the size of sales. But since the agreement is the result of a close association of all producers in a given sphere of production, which essentially achieves a completely united sale at a common expense and at the same time regulates the size of production (or production), then here in Russia there are intermediaries for the sale of goods from all producers that have entered into a cartel agreement are usually organized in the form of new legal entities, joint-stock companies. Their charters, for the most part, do not differ in any way from ordinary charters of joint-stock companies, and only by comparing them with the contractual agreements on the basis of which the charters were developed can their cartel nature be clarified. Since these companies do not pursue the goals of directly generating income, and the formation of a joint-stock company presents significant formal difficulties and is associated with costs, cartel organizations for the sale of products made an attempt to take advantage of the Rules on March 4, 1906. According to Art. 1, sec. 1 of these Rules, society in the sense of this legalization “respects a union of several persons who, not having the task of obtaining profit for themselves from running any enterprise, have chosen a specific goal as the subject of their collective activity.” Many societies, says Zagorsky, formed on the basis of these rules, had the very definite nature of syndicate agreements. So, for example, the goal of one society is “to unite the activities of factories to purchase products for production and sales of goods”, “to take measures to eliminate the fall in prices for products of members of the society”, “to find markets for the sale of their products”. However, this circumstance was soon drawn to the attention of the administrative authorities, and a number of such societies were closed on the basis of Art. 33, section 1 ruled March 9*(284). This is absolutely correct, because according to Art. 1 profit should be understood not only in the sense of receiving a dividend from a given enterprise. For one reason or another, the participants in an enterprise may abandon it, but this does not deprive society of the character of an enterprise designed for the participants to derive entrepreneurial profit in some other form. It is quite clear that entrepreneurs want to make a profit from their society if its participants are the owners of those enterprises whose products should be sold by this society.
But business agreements naturally tend to influence another side of the participants’ activities, the production process itself. Even with agreements of the first kind, such a result is achieved indirectly. If, for example, the price and other conditions of sale are established, then this should be reflected in the most significant way on the production process of the enterprises that have entered into this agreement. But still, the production process itself remains outside the influence of the union. On the contrary, the union itself must conform to the conditions in which its participants are placed. No matter how poorly the production process may be for individual participants, no matter how unprofitable the overall situation of the enterprise may be, prices must be calculated in such a way that even the weakest have the opportunity to continue their production. Otherwise, why enter into an agreement?
In order to influence all aspects of entrepreneurial activity, improve production methods, and stop it where it is especially unprofitable, it is not enough to make the sale of goods the subject of an agreement between entrepreneurs; it must be extended to production. One of the oldest and, at the same time, one of the most interesting types of agreements of this kind is represented by the famous American trusts. The essence of such agreements is that the shareholders of all enterprises that have agreed to exclude competition transfer all their shares into the hands of trustees (hence the name), receiving the corresponding trust certificates in return for the shares. Trustees, having in their hands the shares of all competing enterprises, acquire the opportunity to take the enterprises into their own hands, putting their own people at the head of each and controlling the entire business. Thus, not only the prices of goods, but also all production ends up in the hands of the entrepreneurial union. And since the shareholders of individual enterprises receive income depending on the success of the activities not of their plant, but of the entire union, they are no longer interested in the fate of their enterprise, but only in the fate of the trust itself. Therefore, individual participants will not object to the cessation of work in individual factories if other factories, better equipped and cheaper to produce, can supply the entire demand.
In this form of agreement, a complete economic merger of all participating enterprises is achieved. But even here there is still a contractual agreement. It is sufficient, however, to replace the transfer of shares into the hands of trustees with the formation of a new joint stock company in order to create a new subject of rights. The economic situation here is almost the same as in trusts, but legally it is a new entity.
So, completely different legal forms can serve the same economic goals. Therefore, one cannot but agree with Baumgarten and Mesleny that the form of organization of a business union cannot be a criterion for distinguishing trusts from all other syndicates. The organization of syndicates can reach very significant complexity, approaching and barely differing from the unity of organizations of trusts, on the other hand, and trusts may not rise in their organization to the height of a single enterprise from a legal point of view * (285).
Obviously, the criterion for distinction must be sought elsewhere. Life outlines this criterion quite correctly, and science should only help it by establishing precise definitions.
Baumgarten and Mesleni point out that the criterion lies in the difference in the technical economic characteristics of syndicates and trusts. Syndicates impose all sorts of restrictions on their participants, which go very far and can significantly restrict the freedom of action of the participants. But there is one area that remains inaccessible to the intervention of the syndicate; here the participants remain completely free - this is the production process. And only trusts can regulate it * (286). Therefore, it is here that one should look for a criterion for discrimination. Unity in the organization of the production process is an area that is not influenced by cartels or syndicates in the narrower sense of the word. Here is the line beyond which the cartel stops and the trust begins. Therefore, these authors define a trust as an enterprise with cartel tasks, concentrating the production process in a single enterprise from an economic point of view * (287).
But this criterion for distinction suffers, however, from one significant drawback: it does not apply to the whole category of cartels, namely trade ones, in which there is no production element at all. In addition, trading cartels are also divided, as noted above, into syndicates and trusts. From here it is clear that the center of gravity must be sought not in the opposition of production to trade, but in the economic unity of the enterprise. For enterprises engaged in production, it is available if all production is centralized. What is important, however, is not the centralization of production itself, but the economic centralization of the entire enterprise. And since it is possible in a commercial enterprise, then in relation to trade unions, division into syndicates and trusts is possible, although there is no production here.
Prof. also adheres to this criterion. Shershenevich. “In a trust,” he says, “merging entrepreneurs lose their economic independence; enterprises become parts of a new organization and are subject in their activities to instructions coming entirely from the central management of the trust. A trust is a single economic enterprise, while a syndicate constitutes a federation of economic enterprises.” *(288). Unfortunately, in the subsequent presentation the author does not dwell on a closer analysis of this opposition or on clarifying the legal features of trusts.
Mr. Venediktov * (289) objects to economic unity as a criterion for distinguishing syndicates and trusts. He doubts “to what extent the loss of economic independence... can serve as a criterion for a lawyer... Since we are talking about the need to distinguish between the main groups of entrepreneurial associations, we consider it most correct to contrast them according to the legal nature of the means by which the association is created. For a cartel and a syndicate, this is an agreement; for a trust, it is the ownership of shares in the united companies, ensuring actual dominance in their general meetings; for a merger, this is the creation of a legally single enterprise from all the united companies. From this point of view, a cartel and a syndicate can be defined as a union of legally independent entrepreneurs. the basis of the contractual relationship between them, the trust, is a combination of legally independent enterprises based on the ownership of shares. But the author further admits that “trusted enterprises retain legal independence... in the trust, despite its economic unity, the rights and obligations are confined to. each individual enterprise." Thus, as a result, despite the controversy, the author reduces the difference between a trust and a syndicate to the same point of economic independence. True, he seeks to establish parallelism between the classification of individual types of entrepreneurial connections according to the legal nature of the means of association and the economic classification. This parallelism, completely natural, as A.V. Venediktov rightly points out, has already drawn attention in the literature. But the center of gravity lies not in the legal difference in the means by which the task of economic unification is achieved, but in this unification. And not because the economic aspect of the “task” is given priority in the legal classification over the means by which the task is accomplished, but because the connection between the task and the means of solving it is not of the nature of necessity; this task can be accomplished in different ways. Thus, it is quite possible that not only joint-stock companies and limited liability partnerships, but even general partnerships will enter into an agreement on the formation of an economically unified organization, which will achieve economic unity by combining management in the same hands. This will be a true trust, although there will be no share ownership.