Joint venture

“ If a contractual joint venture, after its establishment, chooses to entrust a third party with its operation and management, it shall be subject to the unanimous consent of the board of directors or the joint managerial institution, report to the examination and approval authority for approval, and register the change with the administrative department for industry and commerce. ”

“ Article 11 A contractual joint venture shall conduct its operational and managerial activities in accordance with the approved contract and articles of association for the contractual joint venture. The right of a contractual joint venture to make its own operational and managerial decisions shall not be free from any interference. ”

“ The aggregation known as the joint-stock company, everybody is willing now to admit, was absolutely necessary in order to secure the machinery, that is to say, the tools, the raw stock, the buildings, and to provide for the permanence of the venture. ”

“ From this definition corporations and companies, such as joint-stock companies and cost-book mining companies, which differ from ordinary partnerships in many important respects, are expressly excluded. ”

“ In order to prevent co-operative societies from degenerating into ordinary-middle class joint-stock companies (sociétés par actions) , all workmen employed, whether shareholders or not, ought to share alike. ”

“ Another mode of co-operation consists in working men saving up their wages until they have got small capitals, so that they can unite together and own the factories, machines, and materials with which they work. They then become their own capitalists and employers, and secure all the profit to themselves. Co-operative societies of this kind are simply Joint-Stock Companies, the shares of which are held by the men employed. Of course the shareholders must choose directors from among themselves, and they must also have managers to arrange the business. ”

“ More or less, they crowd upon and overlap each other, but without losing their identity, and so, while we cannot say that a joint stock company is a corporation, we can say * * * that the joint stock company is a partnership with some of the powers of a corporation. ”

“ But to attain, in any degree, these objects, it is indispensable that all, and not some only, of those who do the work should be identified in interest with the prosperity of the undertaking. Associations which, when they have been successful, renounce the essential principle of the system, and become joint-stock companies of a limited number of shareholders, who differ from those of other companies only in being working men ”

“ The term partnership as used in these sections obviously refers only to ordinary partnerships. Unincorporated joint-stock associations, although technically partnerships under the law of many states, are not in common parlance referred to as such. They have usually a fixed capital stock divided into shares represented by certificates transferable only upon the books of the company, manage their affairs by a board of directors and executive officers and conduct their business in the general form and mode of procedure of a corporation. ”

“ Association.-Associations and joint-stock companies include associations, common law trusts, and organizations by whatever name known, which act or do business in an organized capacity, whether created under and pursuant to State laws, agreements, declarations of trust, or otherwise, the net income of which, if any, is distributed or distributable among the shareholders on the basis of the capital stock which each holds, or, where there is no capital stock, on the basis of the proportionate share or capital which each has or has invested in the business or property of the organization. ”

“ Slaney, industrial associations of working people are admitted to the statutory privileges of Friendly Societies. This not only exempts them from the formalities applicable to joint-stock companies, but provides for the settlement of disputes among the partners without recourse to the Court of Chancery. ”

“ The co-partnership theory, on the other hand, maintains that the workers actually employed in any industry, whether distributive or productive, should be partners with those who find the capital, and those who buy the produce, and should share with them the profit, responsibilities and control. The consumers’ party contend that societies of producers make a profit out of the consumers, and thus are never truly co-operative, while as they multiply they must compete against each other. ”

“ In the present state of the law upon this subject, it may perhaps be doubted whether any more precise general rule can be laid down than, as indicated at the beginning of this opinion, that those persons are partners who contribute either property or services to carry on a joint business for their common benefit, and who own and share the profits thereof in certain proportions. ”

“ In other words, the businesses amenable to joint-stock enterprise are those where skilled management can be reduced to a minimum, and where the scale of the business or the possession of a natural monopoly limits or prohibits competition from outside. ”

“ A partnership is an association formed by contract between two or more persons, for joining their money, labor, or skill, in lawful business, the profits to be divided and the loss to be borne by the partners in certain proportions. It is a partnership if one furnishes the funds and the other performs the labor; or if, when no money is necessary, each agrees to do his share of the labor. A partnership or association of this kind is denominated a firm, or house.
§2. The act of any one of the firm is considered the act of all, and binds all; and either of them is liable for all the debts. ”

“ These are joint-stock companies rather than co-operative societies in the stricter sense; but they are [Pg 339] joint-stock companies of working men, and they furnish to working men in an effective and successful way that participation in the industrial capital of the country which is really what is wanted. ”

“ Joint-stock Companies—The development of joint-stock companies—Legislation affecting such companies—Abuses committed in the formation of such companies, due to speculation—Statistics of capital invested in joint-stock companies before and after the speculative crises of 1890—Revival of such companies, in a sense more consistent with the development of the country. ”

“ A joint-stock company, working with some of its own members and with others as agents, cannot bring to issue the great question whether the existence of the individual family is compatible with the universal family, which the term "Community" signifies. ”

“ As an example of a co-partnership industry which divides all surplus profits that may remain after 5 per cent. has been paid on capital between custom and labor, one pound of purchase counting for as much in the division as one pound of wage, let me refer to the well-known Hebden Bridge Fustian Works. I commend to all interested in co-partnership questions a close study of this industry. Started by working men in 1870, it has built up on lines of permanent success a flourishing business, and is making sufficient profits to enable it to divide 9d. ”

“ First, then, I remark that if individuals are unable to enter upon a trading system, they can form associations. If one has not sufficient capital, four or six united can make a good beginning. If a few persons cannot make the venture, then a company can be formed. ”

“ When the existence of an alleged partnership arrangement is challenged by outsiders, the question arises whether the partners really and truly intended to join together for the purpose of carrying on business and sharing in the profits or losses or both. ”

“ Moreover it has been seen over and over again that the knowledge gained through joint conference is the knowledge needed for joint control: the workmen ought to know the cost of production and of transportation, the relative value of different processes of production, the state of the market, the conditions governing the production and marketing of the competing product etc.; the employer must know 117the real conditions of labor and the laborer’s point of view. ”

“ Some progress in this latter direction is being made, there being a tendency to improve upon simple profit-sharing by capitalizing the workman’s “bonus,” whereby he becomes a shareholder, and the business is gradually modified in a co-operative direction. There are remarkable instances of such modification abroad, notably that of the great iron foundry and Familistère at Guise in France. ”

“ In a partnership the action of one partner with some exceptions, binds the whole partnership, so that rather than have several members to a partnership it is better to form a corporation. A partnership may borrow money and mortgage its property just the same as an individual. ”

“ Q. When you speak of purchasing their interest, you do not exclude them from their interest? They united with you and remained as your associates in the business?
A. If it was not from the fact that ours was a corporation, we might call it a co-partnership. ”

“ The consumers’ theory maintains that all profit on price is abstracted from the consumer, and must be returned to him; while to him should also belong all capital and control, subject to such regulations as the state and the trade unions enforce. This theory is fully exemplified in the English Wholesale Society, and in some of the smaller federations for production, which employ workmen, whether co-operators or not, for wages only, and admit no individual, but only co-operative societies, to membership. ”

“ You've got to get some diversion, or you'll go all to pieces. And you say it takes competition to get you excited. A stake. All right. Listen to me. In 1915, when I put you in to run the company, the partnership agreement was that you'd be the managing partner, but I'd be the directing partner wasn't it? ”

“ What we want is a system which will safeguard the consumer, and also provide the worker with a natural, self-compelling inducement to help the industry with which he is connected. That system is provided by co-partnership. ”

“ A business partnership, balanced as the authorities of its members may theoretically be, practically becomes a union in which the authority of one partner is tacitly recognized as greater than that of the other or others. ”

“ This system of profit-sharing plus shareholding is now known as co-partnership (see Co-operation) , and is making undoubted progress. It is exemplified in nearly all profit-sharing cooperative societies, and in a growing number of businesses of non-co-operative origin which accumulate part or the whole of labour’s profit in shares. In 1908, in the Familistère of Guise the whole capital of £200,000 belonged to the workers and a few retired workers, in Leclaire’s old business the Mutual Aid Fund owned half, in the Laroche-Joubert paper-works the employees owned more than two-thirds. ”

“ Unlike the corporation where for management purposes the owners’ powers are delegated to a controlling board, the essential character of the partnership is that each partner has, regardless of the amount of his investment, an equal right in the direction of its business. As between themselves, for purposes of division of duties and specialization of effort, definite power to exercise control over certain features of the business may be delegated to individual partners. ”

“ Under this type of organization, where several persons combine their capitals, it is possible to secure a larger fund of capital than under the sole proprietorship. This opens to the partnership avenues of business usually closed to the sole proprietor. The bringing together of the man with a special aptitude or skill, or of a man with a following in the community on account of social standing and acquaintanceship, with another who has money or a plant for the operation of a business, often makes successful an otherwise unpromising undertaking. ”

“ THE POWERS OF A PARTNER.—As a general agent, a partner has almost unlimited authority to bind the firm. Because of this, we have here one reason for not recommending the partnership form of doing business unless all the members of the firm have the utmost confidence in each other. These powers of the partners are so general that it is impossible for us to go into them in any detail. ”

“ On the working-out of these two principles depends the future of co-operation. The example of Scotland probably throws light on the problem. There co-operative production, amounting to some millions sterling, is nearly all carried on by federations of consumers’ societies, including the Scottish Wholesale, which apply more or less successfully the co-partnership principle—i.e. their employees are admitted to share in profits, and may become members, whereby they are further admitted to share in capital and control. ”

“ The steady progress of this manufacturing industry over a period of forty-two years; the recognition by trade unionist management of the right of capital to receive an annual dividend of 5 per cent., and the resolute way in which they have written down the capital of £44,300 invested in land, buildings and machinery to £14,800, notwithstanding that a less conservative policy would have increased the sum available for bonus to wages, all go to show how practicable are co-partnership principles when they are applied by all concerned to productive enterprise in the right spirit. ”

“ They contend, moreover, and it is indeed admitted that, in spite of the great advantages which consumers’ production has in its command of a market and of abundant capital, only a small part of industry can ever be carried on by associations of the persons who actually consume the produce. Outside this small part, therefore, voluntary co-operation is impossible except as some form of co-partnership. ”

“ Conversely, when a flourishing partnership or similar private firm has gained an assured footing of good-will, in the way of any or all of the items enumerated under that term above, its lot, as prescribed by modern business exigencies, is to go up into a corporation, either by simple conversion into the corporate form or through coalition with other firms into a larger corporate whole. ”