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Introduction

Contact Person: Alexander Jungmeister
Cooperative enterprises are typically person related businesses. Cooperatives have already great economic importance and within the framework of discussions regarding entrepreneurial actions show high potential.

Research Strategy

The University center of excellence for cooperative companies at the Institute of corporate law opened their doors on January 1st 2011 The long term goal is to create a leading international competence center for cooperative enterprises dealing with issues at the borders with and in between law, economics and technology, aiming for the interdisciplinary lead on subjects such as cooperative enterprises regarding research, teaching and praxis transfer. The CC for Network and Cooperative Enterprises achieves through interdisciplinary research, education, training and further development, services, participation in the legislative process as well as through work with the public and shareholders lasting values. The CC cooperative is an important strategic partner of the IG cooperative enterprises (“IGG”). The IGG is bundling its activities through the CC cooperative as an operational platform.
The CC cooperative ensures quality scientific and practical relevance of the results for the reporting year. In 2014 the competence center concentrated and focused on the below listed topics and will continue to do so throughout the coming years:
  • Fields of action with regard to the legal and regulatory boundary conditions for cooperative companies
  • Structures of cooperative banks and their challenges
  • Equity instruments by cooperatives
  • Cooperative DNA as the basis for differentiation strategies
  • Strategy development of cooperatives with regard to the ICA blueprint of the International Cooperative Alliance
  • Perception and impact of cooperatives
research

Research projects in detail

“Analysis of the fields of action under company law for cooperative companies”

(completed project under supervision of Prof. Dr. F. Taisch).
Since the entry into force of cooperative law, cooperatively organized companies have undergone strong further development in practice and within the framework of
the change in values taking place today in society and business, they have remarkable potential as a real alternative to joint stock corporations. The exploitation of this potential fundamentally depends on legal and regulatory boundary conditions typical of this form of organization and that should take the current development of cooperatives and cooperative associations into appropriate account. Some provisions of the Code of Obligations regarding the cooperative (Art. 828 – 920 OR) and cooperative associations (Art. 921 – 925 OR) are no longer state-of-the-art today with regard to the current challenges and opportunities and should therefore be viewed under new aspects. In light of this, the following central fields of action were analyzed:
  • Members – Promotion mandate and customer benefit
  • Corporate Governance
  • Financing through equity
  • Implementation of strategies to increase growth and efficiency
  • Management of cooperative groups: Organization of the internal and external relationships
  • Requirements for start-ups
  • Requirements for growth companies

The research method is based on an interdisciplinary approach, taking into account economic and legal aspects and from a management and communication perspective. This based on the multi-layered aspects that need to be taken into account in cooperative practice. The methodological approach consists of a combination of systematic research, out-of-the-box thinking and a transparent indication of dilemmas.

Based on the analysis results of the boundary conditions, focus areas were confirmed in the areas of financing, changes in the area of corporate governance and a reduction in the minimum number of members. The work was completed in April 2014 with a final report („Analyse der gesellschaftsrechtlichen Handlungsfelder für Genossenschaftsunternehmen“ („Analysis of the fields of action under company law for cooperative companies“), final report 2014, Interdisciplinary research project, Lucerne 2014 (Taisch/Jungmeister /Fabrizio/D‘Incà-Keller / Schmid/Jurt/Kostovic/Thi/Ruppel)).

“Successful Swiss cooperative banks faced with structural challenges”

(completed project, supervision Prof. (FH) Dr. A. Jungmeister with the coauthorship of Prof. Dr. F. Taisch).
The cooperatives in Switzerland are a traditional parameter, i.e. they have existed for a long time. With the exception of WIR Bank (founded in 1934), all cooperative banks were founded in the 19th century and are thus some of the oldest banks in Switzerland. If the structures of the cooperative banks are analyzed, it is noticeable that the system has a 3-part structure: There is a major corporation (the Raiffeisen Group with 1063 branches, active throughout the country, third-largest bank in Switzerland, system relevant), two medium-sized groups (WIR, Clientis) who cover a larger area with a small number of branches, and many micro-banks that are only represented locally with 1-2 branches and employ fewer than 50 employees. The project examined the structural change in Swiss cooperative banks based on legal and empirical bases over the last decade relating to the aspects structure and entrepreneurial success and provides an outlook with regard to the future strategic challenges of this banking group. The project was successfully completed with the publication of an article („Erfolgreiche Schweizer Genossenschaftsbanken vor strukturellen Herausforderungen“ („Successful Swiss cooperative banks faced with structural challenges“, in: Zeitschrift für das gesamte Kreditwesen, 4/2014, p. 712-718, Frankfurt am Main 2014, (Jungmeister/Taisch)).

“The ICA blueprint – a strategy for the multiplication of the cooperative model?”

(completed project, supervision Prof. Dr. F. Taisch with co-authorship of Prof. (FH) Dr. A. Jungmeister and dott.ssa giur. Ingrid D‘Inca, MLaw).

The International Co-operative Alliance (ICA) that represents and promotes cooperatives‘ interests as an independent and non-governmental organization submitted a strategy, the ICA blueprint on the social and commercial development of the cooperative to the United Nations.

Based on economic reality and the legal status of the cooperatives, taking the example of Switzerland, the strategy understanding of the blueprint was clarified using a methodological grid and critically reflected in the study. The result led to clear recommendations for action to specify the ICA Blueprint and the critical success factors for strategic growth of existing cooperatives and/or success factors for the start-up of new cooperative companies.

The project was successfully concluded with the publication of an article („Der ICA Blueprint – Eine Strategie zur Multiplikation des Genossenschaftsmodells?“ („The ICA Blueprint – A strategy for the multiplication of the cooperative model?“) Marburger Colloquium 2013, „Marburger Schriften zur genossenschaftlichen Kooperation“, volume 115, p. 81-93, Baden-Baden 2014 (Taisch /Jungmeister /D‘Incà-Keller)).

“«Clicks or Bricks» – Challenge of cooperative relationship banking”

(completed project, supervision Prof. (FH) Dr. A. Jungmeister with co-authorship of Prof. Dr. F. Taisch and Selin Schmid, MLaw).

Structural change – from extensive branch networks near to the customer to streamlined, automated branch networks reduced to the essential – has not just affected the banks since the financial crisis. Pursuant to the statistics of the Swiss National Bank, the number of branches of all banks fell between 1987 (4,117 branches in total) and 2008 (2,583 branches) by around 40%, in particular the 1990s brought many mergers and closures. In contrast, the cooperative banks in Switzerland and in Germany that only operate locally are based on a different business model: on traditional cooperative values such as a good customer relationship, classical retail banking, near to the customer on site with many branches and without any links to high-risk international investment banking. An anachronism against the trend?

Based on available data material, the analysis attempts to document the structural change in cooperative banks in Switzerland and in Germany, to analyze it against the background of the legal boundary conditions and to reflect on it with regard to its impact. The results show the successful structural change of the cooperative banks in Switzerland and in Germany against the backdrop of the legal boundary parameters based on empirical data. Strategic challenges are to be found, among others, in increased regulation, new competitors as well as non- and near-banks and technological change. Cooperative banking of the future probably requires fewer but re-positioned and re-organized branches of a local meeting and experience nature, as well as new, increasingly experience-oriented banking applications on mobile platforms.

The project was successfully concluded with the publication of an article (Clicks or Bricks? – Herausforderung genossenschaftliches Beziehungsbanking. Gedanken zum Strukturwandel von Genossenschaftsbanken anhand empirischer Daten aus der Schweiz („Challenge cooperative relationship banking. Thoughts on structural change of cooperative banks based on empirical data from Switzerland“), in: Zeitschrift für das gesamte Genossenschaftswesen, volume 65, issue 1/2015 (p. 23 – 40), Stuttgart 2014 (Taisch/Jungmeister/Schmid)).

“Berne Commentary on Cooperative Law”

(ongoing project, supervision Prof. Dr. F. Taisch)
Initial Situation: A change in values is discernible in society and business with regard to the type and manner of economic and entrepreneurial activity. Purely one-dimensional profit maximization is no longer seen as the be all and end all. In light of this, the cooperative concept is gaining in importance worldwide as a genuine alternative to the joint stock corporation. Despite the growing social and economic reputation of cooperatively structured companies and of the evolution of cooperatives in legal practice over the last decades, there is a lack of comprehensive scientific treatise on Swiss cooperative law. This gap is to be closed within the framework of a comprehensive commenting of the relevant provisions under obligation law (Art. 828 – 926 of the Swiss Code of Obligations (OR)) in the renowned Berne Commentary. The Berne Commentary was established as early as 1909 and over the course of the decades has developed into one of the most comprehensive and important works of Swiss legal literature.

The project supported by the SNF „Grundlagenstudie zum Recht der Genossenschaften und der Genossenschaftsverbände gemäss OR – umfassende Kommentierung der gesetzlichen Bestimmungen (Art. 828 – 926 OR) im Berner Kommentar unter Einschluss eines systematisch-analytischen allgemeinen Teils“ („Basic study on the law of cooperatives and the cooperative associations pursuant to the Swiss Code of Obligations (OR) – comprehensive commenting of the statutory provisions (Art. 828 – 926 of the Code of Obligations (OR))“ was launched in October 2011.

Method: The entire research project is based on an interdisciplinary approach: Based on the core discipline „law“, the outlined subject of research will also be examined from the perspectives of the neighboring disciplines economic sciences and social sciences. The exchange with foreign institutes on the topic of cooperatives was particularly intensive in the UNO International Year of Cooperatives, in 2012. Initial concepts for comparing laws were drawn up thanks to the scientific exchange at the Berlin, Nuremberg and Vienna Cooperative Congress.

Status: During the reporting years 2011 and 2012, the research project was primarily dedicated to Swiss law. The entire Swiss literature existing since 1880 was first collection and completed with the existing Swiss legislation on cooperatives. These sources were inspected and the relevant information on the literature and legislation on cooperative and cooperative association law saved in a work database. The result was literature documentation from approximately 900 publications up to the year 2012. The subsequently conducted analysis of the sources collected confirmed the assumption that the existing basic literature is not up-to-date or only takes up isolated aspects of cooperative law, including where there are relatively new treatises.

The first step to close this gap within the framework of a comprehensive commenting of the relevant provisions under obligation law (Art. 828 – 926 of the Swiss Code of Obligations (OR)) was firstly the in-depth analysis of the existing comment on cooperative law. Secondly, a methodological approach, as well as a disposition on the systematic part that depicts the first of three planned values, was developed. On this basis, a detailed project plan was developed for the first volume of the Berne Commentary on Cooperative Law. The revision and updating work for Volume 1 and the associated workshops were driven forward.

Intensive basic research that should serve the actual revision and updating of the first part of the commentary proved mandatory. In the process, the project team comprising Prof. Dr. Peter Forstmoser, Prof. Dr. Franco Taisch, Dr. iur. Tizian Troxler and dott.ssa giur. Ingrid D’Incà-Keller, MLaw, analyzed fundamental but also largely open or disputed legal issues, in particular relating to the cooperative purpose, to the financing and the minimum number of cooperative members, presented corresponding solution approaches and created a systematic and analytic presentation of the entire topic. The knowledge gained on cooperative law and cooperative association law were incorporated into various publications, presentations and events. In the journal on legislation and practice in company and commercial register law, an essay was published on the topic „the purpose of a cooperative – yesterday and today“ (Forstmoser/Taisch/Troxler/D‘Incà-Keller, „Der Genossenschaftszweck – gestern und heute“ („The cooperative purpose – yesterday and today“), in: REPRAX 2/2012, p. 1 et seq.). From today‘s perspective, there are no longer any discernible mandatory reasons to abide by the historic statutory restriction in purpose. The cooperative can be used as a legal form to implement ideal types of cooperative purpose, and this will also continue to be possible without change in the future. At the same time, however, there is no longer any need to restrict the use of the legal form of the cooperative to the self-help cooperatives developed in the 19th century. A further opening in the sense of a legal understanding of the reality of atypical cooperatives appears appropriate. This excludes only cooperatives whose main or primary goal it is to generate a yield with regard to a dividend distribution.

Finally, the thematic focus was on the possibilities and limits of equity procurement for cooperatives. For cooperatives, only equity procurement through the accumulation of profits and their allocation to the statutory or free reserves and through the issue of participation certificates is explicitly regulated by law. In the literature and legislation, there are then also predominantly only statements restricted to these two possibilities for equity procurement by cooperatives. Financing instruments sui generis are not fundamentally examined in the cooperative literature nor do they form a subject of tangible legislation. In teachings, there are isolated analyses on analogous applicability of participation and profit participation certificates under share law in cooperative law. The equity procurement possibilities with cooperatives as a single legal entity under obligation law are not exhaustively (enumeratively) under the law. Rather, there is a gap in the law here that can be concluded with financing instruments sui generis that are tailored to the special characteristics of cooperative law. Constructions that emulate but do not copy the profit participation or participation certificate under share law should be considered here. The work on the systematic part of the Berne Commentary is well advanced. The completion of the first volume is planned for 2015.

«Corporate Governance for Cooperatives»

(ongoing project. supervision Prof. Dr. F. Taisch and Prof. (FH) Dr. A. Jungmeister, co-authorship with Dr. N. Fabrizio).
Corporate governance is a multi-faceted term. It is on the tip of everyone‘s tongue; everyone is using it, corporate governance is „in“. But what is actually behind this term? The beginnings of discussions on topics of corporate governance extend back into the 1930s. They have their origin in the different, even conflicting interests of the company owners and managers of primarily stock exchange-listed companies. After the stock exchange crash in 1929, shareholders called for a more efficient management and control of the companies; the discussion about corporate governance had started.

Current discussions on corporate governance increasingly revolve around questions such as: How can the development of conflicts of interest and of too much power at the top of the company be avoided? How can the rights of the shareholders be strengthened? And how can an appropriate incentive system be created that covers the interests of the shareholders and those of the management? The project started in 2014 and will be completed in mid-2015 with a research report from the institute.

«Perceptual areas of cooperatives»

(ongoing project in collaboration with Vienna Business University (Prof. Dr. Rössl), supervision Prof. (FH) Dr. A. Jungmeister together with Prof. Dr. F. Taisch)
Cooperatives are often discussed from their ideal image defined by diverse catalogues of cooperative principles. The question of whether these assumptions and/or how far they comply with the real image that the members and/or the population have of cooperatives is factored out in most cases. Cooperative science thus runs the risk of dealing with pure fiction and consequently losing the link to cooperative practice. This article therefore addresses the question of to what extent the cooperative principles are reflected in the real image of cooperatives and how the individual value elements behave towards one another. The answering of these questions is of high practical relevance as the cooperative organizational form is occasionally questioned, particularly in the area of loan cooperatives, meaning there are loud calls for a change in the legal form. It is argued on the one hand that cooperatives are unable in times of Basel regulations to adhere to cooperative principles and secondly, projects are implemented to revive membership because it is believed that there is perhaps a competitive advantage in the cooperative world of values that is not always played out in full.

The study aims to distil, so to speak, a general „cooperative DNA“ that is independent of the context from the perception of cooperatives in Switzerland and in Austria. This against the background of thesis 1: The common historic principles should be reflected in the actions of the cooperatives and in the public discourse about cooperatives in a manner that the population perceives a homogeneous cooperative core that is independent of contextual factors despite the overlaying of other influencing factors. In this regard, also thesis 2: Because cooperatives have not communicated, or at any rate consistently communicated the „cooperative“ in their activities and in their corporate communication, and what‘s more the focus of their activities in Switzerland and Austria is on different industries and their image therefore is overlaid with entirely different industry images, is not to be expected that a homogeneous perception of cooperative values has developed in the population.

To address this issues, a secondary analysis of these data was carried out based on a survey of the population in Switzerland (Taisch et al. 2012: 15 et seq.) and a second in Austria (Rössl et al. 2014).With the analysis techniques MDS (multi-dimensional scaling) and a factor analysis, the data are analyzed and the research questions answered; the project is to be completed in March 2015; publication is envisaged in the „Zeitschrift für das gesamte Genossenschaftswesen“ in mid-2015.

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Dissertations in detail

“Mezzanine financing of cooperatives”

(Ongoing project, dott.ssa giur. I. D’Incà-Keller, MLaw, supervision Prof. Dr. F. Taisch).
The implementation of growth strategies and restructuring and redevelopment require a high degree of self-financing. Within an extended set of financing instruments cooperative financing reaches its limits in many cases. The paper aims to explain the problem and identify new paths for procuring capital and analyzing
them in a situational manner. In the process, in particular the permissibility and boundaries of mezzanine financing options for cooperatives are examined.

“The cooperative bank in corporate governance”

(ongoing project, T. Schwyter, MLaw, supervision Prof. Dr. F. Taisch).
This paper addresses the question of whether the organizational form of the cooperatively organized banks is particularly suited to meeting the requirements of a solid, competition-oriented and sustainable system. In particular, the question is addressed of whether the model of the cooperative bank is suitable as a usable vehicle for good corporate governance.

Master’s theses in detail

“Self-help in the cooperative”

(completed project, I. Jovanovic, MLaw, supervision Prof. Dr. F. Taisch).

Viewed historically, the principle of common self-help acquired fundamental importance. With the permitting of contribution-free membership, however, the Federal Supreme Court in its legislation made it become empty. Over the course of time, there was thus an ever furtherreaching relativisation of this principle. However, the Federal Supreme Court, in its more recent legislation, starts to enhance the importance of the self-help principle again, which in light of today‘s reality appears problematical. Accordingly, this paper deals with the finding whether and for what reasons an enhanced adherence to the importance of the self-help principle originally envisaged by the legislator is required or whether a more liberal view is necessary.

Executive Education

The development of an interdisciplinary Exeuctive Education programme (business administration and law) for members of the Board of Directors and members of the Executive Board of cooperative companies was concluded and advertised in the certificate course „CAS company management and law for members of the Board of Directors“.
publications

Publications, scientific conferences and conference papers

  • The ICA blueprint – A strategy for the multiplication of the cooperative model? Marburger Colloquium 2013, „Marburger Schriften zur genossenschaftlichen Kooperation“, volume 115, p. 81-93, Baden-Baden 2014 (Taisch /Jungmeister /D‘Incà-Keller)
  • Die Genossenschaft als Nachfolgemodell bei Klein- und Mittelunternehmungen in der Schweiz („The cooperative as a successormodel with small and medium-sized companies in Switzerland“), in: Zeitschrift für das gesamte Genossenschaftswesen 1/2014, p. 3-18, Stuttgart 2014 (Taisch /Troxler /D‘Incà-Keller)
  • Analyse der gesellschaftsrechtlichen Handlungsfelder für Genossenschaftsunternehmen („Analysis of the fields of action under company law for cooperative companies“), final report 2014, Interdisciplinary research project, Lucerne 2014 (Taisch/Jungmeister / Fabrizio/D‘Incà-Keller /Schmid/Jurt/Kostovic/Thi/Ruppel)
  • Der Beitrag der genossenschaftlichen DNA als Basis für Wachstum und Differenzierungsstrategien („The contribution of cooperative DNA as the basis for growth and differentiation strategies“), in: Laurinkari/Schediwy/Todev (publisher), Genossenschaftswissenschaft zwischen Theorie und Geschichte („Cooperative science between theory and history“): Festschrift for Prof. Dr. Johann Brazda to mark his 60th birthday, p. 381-414, Bremen 2014 (Taisch/Jungmeister)
  • Unzulässigkeit von Beteiligungsscheinen bei Genossenschaften („Impermissibility of participation certificates at cooperatives“), in: Jusletter, p. 1-11, Berne, July 2014 (Forstmoser/ Taisch/Troxler)
  • Erfolgreiche Schweizer Genossenschaftsbanken vor strukturellen Herausforderungen („Successful Swiss cooperative banks faced with structural challenges“), in: Zeitschrift für das gesamte Kreditwesen, 4/2014, p. 712-718, Frankfurt am Main 2014, (Jungmeister/Taisch)
  • Clicks or Bricks? – Herausforderung genossenschaftliches Beziehungsbanking. Gedanken zum Strukturwandel von Genossenschaftsbanken anhand empirischer Daten aus der Schweiz („Challenge cooperative relationship banking. Thoughts on structural change of cooperative banks based on empirical data from Switzerland“), in: Zeitschrift für das gesamte Genossenschaftswesen, Band 65, Heft 1/2015 (S. 23 – 40), Stuttgart 2014 (Taisch/Jungmeister/Schmid)
  • co-publisher Zeitschrift für das gesamte Genossenschaftswesen ZfgG, Nuremberg (Taisch)

Public relations, media, politics and society

  • Corporate Governance, MGB Delegates Assembly, Zurich, 16.01.2014 (Taisch /Jungmeister)
  • Ohne Weiterbildung geht‘s nicht („Not possible without further training“), Raiffeisen Zeitung, Vienna, 30.1.2014 (Jungmeister)
  • Cooperative DNA and strategic differentiation potential of cooperative companies, Raiffeisenbank Lenzburg, Lenzburg, 20.2.2014 (Taisch)
  • Cooperatives – company form with reliable values, podium discussion Lilienberg cycle, Ermatingen, 26.2.2014 (Taisch)
  • Financing Options for Cooperatives, 3rd Academics and Stakeholders‘ Day, EABC European Parliament, Brussels, 01.04.2014 (Taisch)
  • „Das Genossenschaftsmodell ist für die SPITEX BERN sinnvoll“ („The cooperative model makes sense for SPITEX Berne“), in: „Mittendrin“ 1/2014, Spitex Berne, Berne (Jungmeister)
  • AGI Members Assembly, AGI Young Scientists Conference, Halle, 09./10.05.2014 (Jungmeister)
  • Response to the consultation on the Federal Law on Financial Services (FIDLEG) and on the Federal Act on the Financial Institutes (FINIG): Art. 54 E-FINIG (participation certificate capital for cooperative banks through Art. 54 E-FINIG), 22.09.2014 (Taisch/Fabrizio)
  • International Summit of Cooperatives, Quebec: Round Table Sustainable Prosperity: Challenges for the Global Economy (Taisch), Forum Boosting Performance through Education about the Cooperative Business Model, 06. – 08.10.2014 (Jungmeister)
  • „Genossenschafts-DNA entschlüsselt“ („Cooperative DNA decoded“), ROI Return on Investment, Lucerne, 11.11.2014 (Taisch)
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Outlook

In 2015, the preparation work for the international cooperative conference IGT 2016 under the theme „Identity and growth of cooperative companies“ will be a major activity. Control committee and organization committee already commenced work at the end of 2014. The focus will also continue to be on the intensive research work. Further steps in executive education are planned.

University Publications

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