Unit -3
Business combination
Concept of Business Combinations:
Business combinations may be defined as follows:
Business combinations are combinations formed by two or more business units, with a view to achieving certain common objective (specially elimination of competition); such combinations ranging from loosest combination through associations to fastest combinations through complete consolidations.
L.H. Haney defines a combination as follows:
“To combine is simply to become one of the parts of a whole; and a combination is merely a union of persons, to make a whole or group for the prosecution of some common purposes.”
Read this article to know about the causes of formation of business combination.
Causes of Business Combinations:
Some of the outstanding causes leading to the formation of business combinations are described below:
(i) Wasteful Competition:
Competition, which is said to be the ‘salt of trade’, by going too far, becomes a very powerful instrument for the inception and growth of business combinations. In fact, competition, according to Haney, is the major driving force, leading to the emergence of combinations, in industry.
(ii) Economies of Large-Scale Organization:
Organisation of production on a large scale brings a large number of well-known advantages in its wake – like technical economies, managerial economies, financial economies, marketing economies and economies vis-a-vis greater resistance to risks and fluctuations in economic activities. Economies of large scale operations, thus become, a powerful force causing increased race for combinations.
(iii) Desire for Monopoly Power:
Monopoly, a natural outcome of combination, leads to the control of market and generally means larger profits for business concerns. The desire to secure monopolistic position certainly prompts producers to join together less than one banner.
(iv) Business Cycles:
Trade cycles, the alternate periods of boom and depression, lead to business combinations. Boom period i.e. prosperity period leading to an unusual growth of firms to reap rich harvest of profits results in intense competition; and becomes a ground for forming combinations.
Depression, the times of economic crisis-with many firms having to only option to close down-prompts business units to combine to ensure their survival.
(v) Joint Stock Companies:
The corporate form of business organization is a facilitating force leading to emergence of business combinations. In joint stock companies, control and management of various corporate enterprises can be concentrated, in a ‘small group of powerful persons through acquiring a controlling amount of shares of different companies.
(vi) Influence of Tariffs:
Tariffs have been referred to as “the mother of all trusts”. (A trust is a form of business combinations). Tariffs do not directly result in combinations; they prepare the necessary ground for it. In fact, imposition of tariffs restricts foreign competition; but increases competition among domestic producers. Home producers resort to combinations, to protect their survival.
(vii) Cult of the Colossal (or Respect for Bigness):
In the present-day-world, business units of bigger size are more respected than units of small size. Those who believe in the philosophy of power and ambition, compel small units to combine; and are instrumental in forming powerful business combinations, in a craze for achieving bigness.
(viii) Individual Organising Ability:
The scarcity of organizing talent has also induced the formation of combinations, in the business world. Many-a-times, therefore, combinations are formed due to the ambition of individuals who are gifted with organising ability. The number of business units is far larger than the skilled business magnates; and many units have to combine to take advantage of the organising ability of these business brains.
Causes of Business Combinations -at a Glance
Types of Business Combinations:
Business combinations are of the following types:
(i) Horizontal Combinations.
(ii) Vertical Combinations.
(iii) Lateral or Allied Combinations:
Lateral combination refers to the combination of those firms which manufacture different kinds of products; though they are allied in some way.
Lateral combination may be:
(a) Convergent lateral combination:
In convergent lateral combination, different industrial units which supply raw-materials to a major firm, combine together with the major firm. The best illustration is found in a printing press, which may combine with units engaged in supply of paper, ink, types, cardboard, printing machinery etc.
(b) Divergent lateral combination:
Divergent lateral integration takes place when a major firm supplies its product to other combing firms, which use it as their raw material. The best example of such combination may be found in a steel mill which supplies steel to a number of allied concerns for the manufacture of a variety of products like tubing, wires, nails, machinery, locomotives etc.
(iv) Diagonal (or Service) Combinations:
This type of combination takes place when a unit providing essential auxiliary goods / services to an industry is combined with a unit operating in the main line of production. Thus, if an industrial enterprise combines with a repairs workshop for maintaining tools and machines in good order; it will be effecting diagonal combination.
(v) Circular (or Mixed) Combinations:
When firms engaged in the manufacture of different types of products join together; it is known as circular or mixed combination. For example, if a sugar mill combines with a steel works and a cement factory; the result is a mixed combination.
Forms of Business Combinations:
By the phrase ‘forms of combinations’, we mean the degree of combination, among the combining business units.
According to Haney, combinations may take the following forms, depending on the degree or fusion among combining firms:
(I) Associations:
(i) Trade associations
(ii) Chambers of commerce
(iii) Informal agreements
(II) Federations:
(i) Pools
(ii) Cartels
(III) Consolidations – Partial and Complete:
(а) Partial Consolidations:
(i) Combination trusts
(ii) Community of interest
(iii) Holding company
(b) Complete Consolidations:
(i) Merger
(ii) Amalgamation
The following chart depicts the above forms of business combinations:
Forms of Business Combinations
Following a brief account of the above forms of business combinations:
(I) Associations:
Forms of Combinations, in this Category are:
(i) Trade Associations:
A trade association comes into being when business units engaged in a particular trade or industry or in closely related trades come together for the promotion of their economic and business interests. Such an association is organized on a non-profit basis and its meetings are used largely for a discussion of matters affecting the common interests of members such as problems of raw- materials, labour, tax-laws etc.
Most of the trade associations are organised on a local or territorial basis. A trade association is the loosest form of combination and it does not interfere with the internal management of a member unit.
(ii) Chambers of Commerce:
Chambers of commerce is voluntary associations of persons connected with commerce and industry. Their membership consists of merchants, brokers, bankers, industrialists, financiers etc.
Chambers of commerce is formed in the same way as associations, with the ultimate objective of promoting and protecting the interests of business community. But they differ from trade associations in that they do not confine their interests only to a particular trade or industry; but stand for the business community in a particular region, country, or even the world, as a whole.
Chambers of commerce act as spokesmen of business community and make suggestions to the government regarding legislations that will foster trade and industry. The constitution and composition of chambers of commerce vary from country to country. In most of the countries, they are voluntarily organised by businessmen; though the government maintains close contacts with them.
(iii) Informal Agreements:
Informal agreements are types of business combinations which may be formed for the purpose of regulating production or for dividing the markets or for fixation of prices etc. Such agreements require the surrender of some freedom by the combining business units; though ownership and control of combining units is not affected.
Informal agreements among business magnates are often concluded secretly at social functions like dinners or at meetings of trade associations etc. These agreements are merely understanding among the parties and no written documents are prepared. As they depend mainly on the honour and sincerity of members; they are referred to as Gentlemen’s agreements.
(II) Federations:
Forms of Business Combinations in this Category are:
(i) Pools:
Under the pool form of business combination, the members of a pooling agreement join together to regulate the demand or supply of a product without surrendering their separate entities, in order to control price.
Important Types of Pools are:
(a) Output Pools:
Under these pools, the current demand for the product of the industry is estimated; and quotas of output for various member units are fixed. Member units are expected to produce only up-to the quota, and sell their products at a price determined by the pooling association.
(b) Traffic Pools:
Such pools are formed by shipping companies, airlines, railway companies and road transport agencies; with the basic objective to limit competition through a division of the area of operation.
(c) Market Pools:
These pools are formed with the objective of ensuring a certain demand to each member. For this purpose, the entire market is divided among the members in any of these three ways by customers, or by products or by territories.
(d) Income and Profit Pools:
In these pools, members of the pooling association are required to deposit a very high percentage (say 80%) of the gross receipts in the common pool for re-distribution among members on an agreed basis.
(ii) Cartels (Kartells):
Basically cartel is the European name for the American pools. According to Von Beckereth, “A cartel is a voluntary agreement of capitalistic enterprises of the same branch for a regulation of the sales market with a view to improving the profitableness of its members’ business.”
Von Beckereth mentions the following broad types of cartels:
(a) Price-Fixing Cartels:
In this type, prices are fixed for goods and members cannot sell below those prices.
(b) Term-Fixing Cartels:
In this type, terms regarding sales e.g. Rate of discount, period of credit; terms of payment etc. are prescribed.
(c) Customer Assigning Cartels:
In this type, each member unit is allotted certain customers.
(d) Zonal Cartels:
In this type, division of market among units takes place; but generally these cartels are formed for dividing the world market.
(e) Quota-Fixing Cartels:
In this type, production quotas are fixed for each member; and no member would produce more than the allotted quota.
(f) Syndicates (or Cartels Proper):
This type of cartel is brought into existence, through an agreement among a number of competing producers to establish a joint selling agency (called syndicate) for the exclusive sales of their products. Member units sell their products to the syndicate at a price called the accounting price.
The syndicate sells to consumers at a price higher than the accounting price; and the profits earned are distributed among members on an agreed basis.
(III) Consolidations:
As a Form of Business Combinations, Consolidations may be:
(a) Partial Consolidations:
Under partial consolidations, the combining units surrender their freedom for all practical purposes to the combination organisation; but retain respective individual entities nominally.
Popular Types of Partial Consolidation are the following:
(i) Combination Trusts:
A combination trusts is an arrangement by which the business control is entrusted to the care of trustees, by a number of business concerns. It consists in the transfer to trustees of the voting rights arising from the possession of shares.
The trust has a separate legal existence. The control and administration of the combining units are consolidated; and they have to forgo a large measure of their independence and autonomy in directing their affairs. The shareholders of combining companies get trust certificates from the Board of Trustees; which show their equitable interest in the income of the combination.
(ii) Community of Interest:
When trusts were declared illegal in the U.S.A.; the business leaders devised a new form of combination ‘Community of interest’, for keeping a number of companies under some kind of common control.
A community of interest may be defined as form of business combination in which, without any central administration, the business policy of several companies is controlled, by a group of common shareholders or directors.
(iii) Holding Company:
A holding company is a concept recognized by law in India and most other countries. A holding company is any company which holds more than half of the equity share capital of other companies or controls the composition of the board of directors of other companies (called the subsidiary companies).
Further, a company which is a subsidiary of another subsidiary company will be the subsidiary of that other holding company too. If e.g. C is a subsidiary of B; and B is a subsidiary of A; then C will be deemed to be a subsidiary of A through the medium of B.
(b) Complete Consolidations:
Complete consolidation is that form of business combination under which there is a complete fusion of the combining units and the separate entities of these units are surrendered in favour of the consolidated unit.
There are Two Forms of Complete Consolidation:
(i) Merger:
In merger, one or more companies merge with another existing company. The absorbing company retains its entity and enlarges its size through merger. The company which is absorbed, on the other hand, loses its entity in the absorbing company.
(ii) Amalgamation:
An amalgamation implies the creation of a new company by a complete consolidation of two or more combining units. Under amalgamation none of the existing companies retains its entity. There is a complete fusion of various existing companies, leading to the formation of an altogether new company.
Merits
A public corporation enjoys internal operational autonomy; as it is free from Governmental control. It can, therefore, run in a business like manner. Management can take bold decisions involving experimentation in its lines of activities, taking advantage of business situations.
(ii) Legislative Control:
Affairs of a public corporation are subject to scrutiny by Committees of Parliament or State Legislature. The Press also keeps a watchful eye on the working of a public corporation. This keeps a check on the unhealthy practices on the part of the management of the public corporation.
(iii) Qualified and Contented Staff:
Public corporation offers attractive service conditions to its staff. As such it is able to attract qualified staff. Because of qualified and contented staff, industrial relations problems are not much severe. Staff has a motivation to work hard for the corporation.
(iv) Tailor-Made Statute:
The special Act, by which a public corporation is created, can be tailor-made to meet the specific needs of the public corporation; so that the corporation can function in the best manner to achieve its objectives.
(v) Not Affected by Political Changes:
Being a distinct legal entity, a public corporation is not much affected by political changes. It can maintain continuity of policy and operations.
(vi) Lesser Likelihood of Exploitation:
The Board of Directors of a public corporation consists of representatives of various interest groups like labour, consumers etc. nominated by the Government. As such, there is lesser likelihood of exploitation of any class of society, by the public corporation.
(vii) Reasonable Pricing Policy:
A public corporation follows a reasonable pricing policy, based on cost-benefit analysis. Hence, public are generally satisfied with the provision of goods and services, by the public corporation.
Demerits
A public corporation suffers from the following limitations:
(i) Autonomy and Flexibility, Only in Theory:
Autonomy and flexibility advantages of a public corporation exist only in theory. In practice, there is a lot of interference in the working of a public corporation by ministers, government officers and other politicians.
(ii) Misuse of Monopolistic Power:
Public corporations often enjoy monopoly in their field of operation. As such, on the one hand they are indifferent to consumer needs and problems; and on the other hand, often do not hesitate to exploit consumers.
(iii) Rigid Constitution:
The constitution of a public corporation is very rigid. It cannot be changed, without amending the Statute of its formation. Hence, a public corporation could not be flexible in its operations.
(iv) Low Managerial Efficiency:
Quite often civil servants, who do not possess management knowledge and skills, are appointed by the government on the Board of Directors, of a public corporation. As such, managerial efficiency of public corporation is not as much as found in private business enterprises.
(v) Problem of Passing a Special Act:
A public corporation cannot be formed without passing a special Act; which is a time consuming and difficult process. Hence, the scope for setting up public corporations is very restricted.
(vi) Clash of Divergent Interests:
In the Board of Directors of public corporation, conflicts may arise among representatives of different groups. Such clashes tell upon the efficient functioning of the corporation and may hamper its growth.
Books Recommended:
- Dr. Y. P. Verma —Vyavshaya Sanghthan, Prabandh Ewan Prashashan (S. Chand & Co.)
- . 2. Yaducal Bhushan —Business Organisation
- 3. M. C. Shukla — Business Organisation
- 4. Ghosh and Om Prakash — Business Organisation
- 5. Dr. Padma Asthana — Vyavshaya Sanghthan Ewan Prabandh
- 6. R.K. Sharma, Shashi K. Gupta—Business Organisation
