of an ecosystem. It consists of a focal
firm and the actors involved. The
focal firm coordinates the actors and
thereby determines their activities and
contributions, as well as their sequence.
focal firm (grey border Figure 2), whereby
the focal firm in principle acts in an
autonomous manner. The cooperating
companies are typically competitors
seeking to improve their market positions
through "co-opetition." Such an approach
is particularly suitable for forming broad-
based ecosystems.
(or Figure 2), several companies jointly
determine the structure and the further
course of the ecosystem, i.e., several
members of the ecosystem have direct
rights (grey border Figure 3). In order for
the focal value proposition to be realized,
it still requires the knowledge and
contributions of other actors, i.e., of the
entire ecosystem (black border Figure 3).
They need a legal framework for companies
to get involved. Therefore, the question of
which legal form is best suited for which
ecosystem concept is of particular interest.
In the following, we will address a selection
of legal forms, which are most suitable
under Swiss law.
with contracts is suitable for binding and
coordinating the actors involved. The
focal firm thus secures leadership over
the strategic alignment of the ecosystem.
Furthermore, liability risks can be
allocated via cooperation agreements.
However, if the orchestrator binds the
actors involved via contractual regulations
may develop in the direction of a
supply chain and the incentives to get
involved in the ecosystem disappear. It
is therefore important to find the balance
between binding, enforceable contract
terms and taking advantage of existing
interdependencies.
a focal firm according to Figure 2, a joint
venture is a good option. Often the form
of the equity or corporate joint venture is
chosen. To this end, the companies are
founding an independent legal identity. In
order to limit the liability risk to the assets
of an independent legal entity, a limited
liability company according to Articles 772
ss. of the Swiss Code of Obligations (SCO)
or a corporation according to Articles
620 ss. SCO are usually chosen. A joint
venture enables the participants to exploit
synergies; in particular, it allows them
access to mutual knowledge, innovation
and resources. The result is a strong
competitive unit, which then may take
leadership of the ecosystem in the same
way as the focal firm in Figure 1.
ss. SCO offers itself wherever it is about
defining a value proposition in mutual self-
help. The personal involvement of each
cooperative member is central. The legal
form of a cooperative therefore is ideal for
the organization of a multi-orchestrator
according to Figure 3. The right to say can
be exercised through the general assembly
and the board of directors, whereby the
mandatory "one man, one vote" principle
applies, i.e., every cooperative member has
one vote. For a cooperative organization, it
is also possible to delegate the management
to outsiders. This is particularly of use if
the members of a multi-orchestrator have
no experience in the management of an
ecosystem. Furthermore, the cooperative's
assets are exclusively liable for the
cooperative's liabilities.
association according to Articles 60 ss.
of the Swiss Civil Code is a viable
alternative to the cooperative since
associations are also open to support
the economic interests of their members
as long as the pursuit of an economic
purpose is not in the foreground. The
rights to say can be exercised through
the general assembly and the committee,
whereby the "one man, one vote"
principle is not mandatory, which enables
a graduation of the voting rights. Since
Swiss law on associations contains only
few mandatory provisions and the "one
man, one vote" principle is not mandatory,
the association can be well adapted to the
specific circumstances and needs. The
liability risk is limited to the assets of the
association.
starting position, purpose, objective
and composition of the parties involved,
different forms of ecosystems, as well as
legal forms, are possible. Additionally,
other legal forms than the ones discussed,
such as the simple partnership, the
foundation or a Code of Conduct, could be
conceivable. A treatise of this, however,
would go beyond the scope of this
article. The use of new technologies and
ecosystems requires a willingness to take
risks, but also a well thought-out choice
of a suitable legal form to govern the
ecosystem.
construct for strategy: Journal of Management (2017),
43(1), 39-58