Field the role of the organization that placed the contract. Government procurement. Approval of the draft agreement

conclusion of contracts (document preparation);

execution of contracts (payment, accounting, monitoring the progress of execution).

Draft contracts are usually developed by lawyers, and specifications (technical specifications) are determined by the interested department (person) - the initiator of the contract. These documents are prepared by the initiator of the contract and, together with all applications, proposals and objections of the counterparty, protocols of disagreements and other documentation, are transferred for comprehensive verification to the departments involved in the production logistics, financial and legal support of the organization. The traditional form of checking the compliance of draft agreements with the interests and capabilities of the organization is approval (approval).

In cases where the division of the organization that received the draft agreement has comments on its terms, such comments are drawn up with a protocol of disagreements.
In addition to developing the draft agreement itself, within the framework of this stage of contractual work, it is better to take measures to check the counterparty for good faith. Although the laws of Russia do not oblige any of the parties to the contract to check the integrity of the counterparty under the contract, recently, during audits, tax inspectors carefully check all the company's counterparties for signs of "fly-by-night companies." The main argument is that the company must select clients with due care.
But should firms check the integrity of their counterparties and who will insure them against the latter’s dishonesty?

An analysis of judicial practice shows that taxpayers claiming a VAT refund are held responsible for the behavior of problematic taxpayer-suppliers without sufficient legal grounds.

In itself, a violation of tax legislation by a counterparty does not constitute evidence that the taxpayer has received an unjustified tax benefit. But the fact of receiving an unjustified tax benefit can be recognized if the tax authorities prove that the taxpayer acted without due diligence and caution and he should have been aware of violations committed by the counterparty due to the relationship of interdependence or affiliation of the taxpayer with the counterparty.

More information about checking counterparties for integrity can be found in the article “Checking counterparties for integrity”.

The moment of concluding the contract is very important, since it is with it that obligations arise for each of the parties to the contract; the deadlines for payment and fulfillment of obligations established by the terms of the contract begin with it.

The effectiveness of contract work largely depends on accounting and control of contract execution.

Monitoring the fulfillment of the terms by each party to the contract is different - if one party controls the timeliness and completeness of payment, the other controls the timing and quality of work and services performed.

Properly organized accounting is an important element of the system of measures to prevent violations of contractual obligations. It should ensure the creation of a documentary basis for analyzing the reasons for non-fulfillment of contractual obligations, taking measures to prevent and eliminate them, and facilitate the correct consideration of claims and claims of counterparties.

Monitoring the timely and proper fulfillment of contractual obligations must be carried out by all divisions of the organization related to the conduct of contractual work. In this work, the importance of a lawyer (legal department) is great. In my opinion, it is lawyers who must develop and implement measures aimed at the timely and proper fulfillment of their obligations under the contract, and coordinate the activities of all divisions of the organization in this regard. Here, the lawyer, along with other structural units, needs to organize the prompt collection of the necessary information about violations of contractual obligations. Only this approach will make it possible to timely identify and not leave without attention a single case of improper execution of contracts, reduce the time gap between the violation and the application of liability to the debtor, improve the accuracy and quality of claims and suits prepared, and often avoid going to court or take interim measures. .

Regulation of contract work

One of the features of contract work is that regulation contract work process is entirely based on local regulations of organizations. In this regard, there are cases of conflict of interests of counterparties in the process of concluding and fulfilling the terms of an agreement, when the local regulations of one organization - a party to the agreement - establish one procedure, and the other counterparty - another.

Since the regulation of contract work depends only on the experience and imagination of the manager and the author of this local regulatory act, in practice there are such regulations of contract work as regulations (regulations, instructions) for the conduct of contract work, which (in a single document) describe all business processes from the moment of receiving an offer from the counterparty until the moment of filing a claim in court, as well as local regulations, which stipulate only certain business processes (for example, provisions on claims work).

There is no point in mentioning the fact that a fairly large part of the business operates without any local regulations regulating contractual work in the organization. I would just like to point out the other extreme - the excessive “overregulation” of this business process gives rise to “dead” rules for doing business.

As a rule, the organization, in addition to the local regulatory act on contractual work, also develops standard forms of contracts and other contractual documentation. They facilitate and speed up the process of concluding contracts. At the same time, it is necessary to understand that such standard forms of contract documentation are of an auxiliary nature. In the process of concluding contracts and agreeing on its terms, the parties can make changes and additions to them: exclude certain clauses from them, include others, etc.

Preparation of a draft agreement

Working with contracts is effective if the organization has developed standard contract forms for the main types of activities and these standard forms are placed on the internal server of the organization with access rights.

Thanks to this, the employee who initiated the conclusion of most contracts can quickly prepare the contract, and the lawyer’s workload will remain only in terms of developing a non-standard contract for a specific situation.

All that remains is to assign a number to the contract and indicate the date of its conclusion. Typically, contracts in an organization are recorded by lawyers or an accounting service.

Approval of the draft agreement

The agreement reached in its entirety must fully comply with the requirements for such agreements.

Article 432 of the Civil Code of the Russian Federation classifies the following conditions as essential:

which are named in the law or other legal acts as essential or necessary for contracts of this type;

regarding which, at the request of one of the parties, an agreement must be reached.

It is necessary to distinguish between the subject and the object of the contract. The object of the contract is the property in respect of which the contract is concluded, and the subject, as a rule, can be established from the first article in each section of the Civil Code of the Russian Federation in relation to the contracts specified therein.
Since all disputes arise over money, the contract should define in detail the procedure and form of payment.

It is quite common to include a so-called arbitration clause in a contract. The following main options are possible:

the agreement provides for a mandatory claims procedure for resolving disputes before court (if the claim procedure is not provided for by law for this agreement);

in cases established by law, the parties may, at their discretion, change the territorial jurisdiction for disputes under a contract, for example, by determining the place of consideration of disputes by the court not the location of the defendant, but the location of the plaintiff;

In order to simplify and reduce the cost of procedures for resolving disputes under a contract, the parties may provide for their transfer to an arbitration court. In this case, the parties need to agree on the name and location of the permanent arbitration court, or determine the procedure for forming the arbitration court.

And bank details of the parties.

Signatures of the parties.

The article was written and posted in 2011. Added - 06/17/2012

ATTENTION!

Copying the article without providing a direct link is prohibited. Changes to the article are possible only with the permission of the author.

Author: lawyer and tax consultant Alexander Shmelev © 2001 - 2020

Useful links on the topic "Organization of contract work"

The motivating role of the contract and its main provisions. Analysis and evaluation of the effectiveness of using the contract form of employment using the example of the enterprise where the author works or another enterprise, if the contract form is not used at the place of work

Features of the work motivation of employees can influence their work behavior indirectly, forming a certain system of expectations associated with work in a given company. The counter system of expectations for the employee on the part of the organization is determined by the requirements for his work results and work behavior. These mutual expectations can be outlined in a contract.

In the relationship between an employee and an organization, each party, by giving something, expects to receive something of equal value in return. Both the employee and the organization have a system of certain expectations and needs. The mutual expectations and mutual obligations of the employee and the organization govern many of the important aspects of the employment relationship, including compensation, assignment of work, and the mutual obligations of employers and employees towards each other.

Among the requirements that an organization places on an employee are the following:

- conscientious performance of assigned work;
- loyalty to the organization;
- initiative and creative attitude to work;
- adoption of rules and regulations in force in the organization;
- willingness to meet the organization (management) halfway if necessary;
- flexibility and desire to learn and develop.

Some of the job requirements that employees may have include:

- receive decent pay;
- do something that gives you a feeling of satisfaction;
- work with people who are ready to help if necessary;
- benefit people by providing the right products or services;
- see concrete, tangible results of your work;
- work should leave time and energy for personal life;
- feel confident in the future;
- work in a well-coordinated team and feel part of it;
- maintain and use existing professional experience and abilities,

The powers of organizations in the field of placing orders, indicated in digital signature key certificates:

· "Customer"– state (municipal) customer – used for a participant in the budget process placing orders for the supply of goods, performance of work, provision of services at the expense of budgetary funds and funds received from income-generating activities, as well as for an organization with a share of state participation, a unitary enterprise , subject of natural monopolies;

· "Authorized body"– applies to a federal executive body, an executive body of a constituent entity of the Russian Federation, a local government body authorized to carry out the functions of placing orders for state or municipal customers;

· "Specialized organization"– applies to a legal entity that a state (municipal) customer or an authorized body (if such a right is provided for by the decision on the creation of an authorized body) attracts on the basis of a state or municipal contract or on the basis of a civil law contract to perform the functions of placing an order by conducting procurement for the right to conclude a state or municipal contract;

· "Control body"– applies to a federal executive body, an executive body of a constituent entity of the Russian Federation, a local government body of a municipal district, a city district authorized to exercise control in the field of placing orders;

· "Financial authority"– applies to the financial body of a constituent entity of the Russian Federation (municipal entity), the management body of a state extra-budgetary fund, confirming the correctness of the authorized body’s indication of state (municipal) customers for whom the relevant authorized body places orders;

· "Operator of the all-Russian official website"– applies to a legal entity that, on the basis of a state contract, provides services for maintaining the all-Russian official website and ensuring its functioning;

· “Electronic platform operator” – applies to a legal entity that ensures the functioning of electronic platforms and operates on the basis of the Agreement on the functioning of electronic platforms for conducting open auctions in electronic form, concluded between the federal executive body that carries out normative legal regulation in the field of placing orders and the federal executive body authorized to exercising control in the field of placing orders (on the one hand) and by operators of electronic platforms (on the other hand).

Powers of users of the All-Russian official website

The powers of users of the All-Russian official website, indicated in the EDS key certificates:

· Organization administrator;

· Authorized specialist;

· Specialist with the right to approve the placement of an order;

· An official with the right to sign the contract;

· An official with the right to sign a copy of the contract;

· Specialist with the right to forward the draft contract to the ordering participant.

For the “customer” authority in the area of placing an order, it is possible to indicate the following authorities of the user of the all-Russian official website: “organization administrator”, “authorized specialist”, “an official with the right to sign a contract”, “a specialist with the right to send a draft contract to a procurement participant”.

For the authority in the field of order placement “authorized body”, it is possible to indicate the following powers of the user of the all-Russian official website: “organization administrator”, “authorized specialist”, “specialist with the right to approve the placement of an order”, “official with the right to sign a copy of the contract”, “specialist with the right to forward the draft contract to the procurement participant.”

For the authority in the field of placing an order “specialized organization”, it is possible to indicate the following authorities of the user of the all-Russian official website: “organization administrator”, “authorized specialist”.

For powers in the area of placing an order “controlling authority”, “financial authority”, “operator of the all-Russian official website”, “operator of the electronic platform”, it is possible to indicate the following powers of the user of the all-Russian official website: “organization administrator”, “authorized specialist”.

User rights

The table shows user powers and actions available for execution on the All-Russian official website depending on the user’s powers.

User permission	Actions available on the site
Authority in the field of placing an order “Customer”
Organization administrator	Review and confirmation of applications for registration of users of an organization with the powers of “authorized specialist”, “official with the right to sign a contract”, “specialist with the right to send a draft contract to a procurement participant”; Registration of separate divisions of the organization and assignment of an access area to the organization’s orders; Editing information about separate divisions of the organization; Blocking/unblocking of separate units; Assigning a separate unit to the user, the unit to which he belongs; View a list of separate divisions of the organization with the right to place orders; Viewing the right to place orders by an organization with the “Authorized Body” authority; Maintaining account details of the organization.
Authorized specialist	Editing user registration data not included in the digital signature key certificate. The email address and position generated based on the EDS key certificate data can be changed by the user;
Official with the right to sign the contract	Editing user registration data not included in the digital signature key certificate. The email address and position generated based on the EDS key certificate data can be changed by the user; Signing a state or municipal contract based on the results of an open auction in electronic form.
	Editing user registration data not included in the digital signature key certificate. The email address and position generated based on the EDS key certificate data can be changed by the user;
Authority in the field of placing an order “Authorized body”
Organization administrator	Editing user registration data not included in the digital signature key certificate. The email address and position generated based on the EDS key certificate data can be changed by the user; Editing organization contact information; Review and confirmation of applications for registration of users of an organization with the powers of “authorized specialist”, “specialist with the right to approve the placement of an order”, “official with the right to sign a copy of the contract”, “specialist with the right to send a draft contract to the order participant”; Registration of organization users with the “Specialist” authority; Assigning access rights to users of the organization to work on the site; Blocking/unblocking users of an organization Generating a request to confirm the right to place orders for organizations with the “Customer” authority; Confirmation of the right to place orders by an organization with the authority “Specialized Organization”; Maintaining account details of the organization; Configuring requirements for approval of information publication.
Authorized specialist	Editing user registration data not included in the digital signature key certificate. The email address and position generated based on the EDS key certificate data can be changed by the user; Performing functions in the organization’s personal account in accordance with assigned rights, including legally significant operations.
Specialist with the right to approve order placement	Editing user registration data not included in the digital signature key certificate. The email address and position generated based on the EDS key certificate data can be changed by the user; Coordination of the publication of notices and changes in the publication of information about contracts.
An official with the authority to sign a copy of the contract	Editing user registration data not included in the digital signature key certificate. The email address and position generated based on the EDS key certificate data can be changed by the user; Signing a copy of a state or municipal contract based on the results of an open auction in electronic form.
A specialist with the right to send a draft contract to a procurement participant	Editing user registration data not included in the digital signature key certificate. The email address and position generated based on the EDS key certificate data can be changed by the user; Sending a contract card containing a draft contract template to the procurement participant with whom the contract is concluded.
Authority in the field of placing an order “Specialized organization”
Organization administrator	Editing user registration data not included in the digital signature key certificate. The email address and position generated based on the EDS key certificate data can be changed by the user; Registration of organization users with the “Specialist” authority; Formation of the right to place orders by a specialized organization on behalf of an organization with the authority “Customer” or “Authorized Body”; Viewing user access rights when working with Customer/Authorized Body organizations; Blocking/unblocking users of an organization.
Authorized specialist	Editing user registration data not included in the digital signature key certificate. The email address and position generated based on the EDS key certificate data can be changed by the user; Performing functions in the personal account of the “Customer” or “Authorized Body” organization in accordance with assigned rights, including legally significant operations.
Powers in the field of placing an order “Control authority”, “Financial authority”, “Operator of the all-Russian official website”
Organization administrator	Editing user registration data not included in the digital signature key certificate. The email address and position generated based on the EDS key certificate data can be changed by the user; Editing contact information in the organization’s registration data; Viewing and confirming applications for registration of users of an organization with the “Authorized Specialist” authority; Registration of organization users with the “Specialist” authority; Assigning access rights to users of the organization to work on the site; Blocking/unblocking users of an organization.
Authorized specialist	Editing user registration data not included in the digital signature key certificate. The email address and position generated based on the EDS key certificate data can be changed by the user; Performing functions in the organization’s personal account in accordance with assigned rights, including legally significant operations.

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Introduction

1.1 Firm: definition, functions, forms

1.2 Classification of firms

1.3 Types of firms

2. Contract

2.1 Definition of contract

2.2 Essence, types and features of contracts

3. Opportunistic behavior of the manager

3.1 Definition of opportunistic behavior

3.2 Types of opportunistic behavior

Conclusion

List of used literature

INCONTROL

Firm is the most general name of an enterprise, company, business entity, commercial organization, trade or industrial enterprise, production association. The theory of the company is a fairly relevant topic today, since in modern society the company plays a vital role. The theory of the firm models the behavior of firms depending on their goals, which may be profit maximization, risk avoidance, or long-term growth.

Contract theory is a branch of economic theory that has emerged in the last 20-30 years, which considers models with asymmetric information and unobservable actions, as well as imperfections in the drafting and execution of contracts. A contract is the most common type of transaction, creating certain rights and obligations for the parties. Foreign trade transactions of two or more parties in the process of their production and economic, including trade, activities are formalized by a contract (agreement), usually concluded in writing. Relations arising from a contract are called contractual (contractual), and the obligations of the parties arising from the contract are called contractual obligations (under the agreement).

Opportunistic Behavior is human behavior consisting in the desire to realize one’s own interests, which is accompanied by manifestations of deceit (O. Williamson). Several forms of opportunistic behavior are known. Among the most frequently mentioned are adverse selection and subjective risk. In addition to following one's own interests, the main condition for opportunistic behavior is uncertainty and discrepancy with the interests of the counterparty.

The purpose of the course work is to look at the company and the contract and study how to protect yourself from opportunistic behavior of the manager.

The research objectives are:

Study the concept of "firm";

Explore the concept of "contract";

Review the definition of opportunistic behavior.

firm contract opportunistic behavior

1. COMPANY

1.1 Firm: definition, functions, forms

A firm is an organization that does business under a specific name. The firm controls the use of land, labor and capital. She makes her own decisions regarding the design, production method and sale of products. A firm should be distinguished from a production unit such as a factory, farm or mine because it is a unit of management. One firm may own or control several production units.

Firms come in different sizes - one private entrepreneur or a corporation with many thousands of employees.

Getting maximum profit is the ultimate goal of any business activity.

Creating value is a fundamental function of the company.

The process of creating value is the satisfaction of group or individual needs, as a result of which the enterprise achieves public recognition of its activities. A prosperous company is an enterprise that receives sustainable profits from its activities. The owners (or shareholders) of the company are interested in a constant and ever-increasing flow of income and in such a use of their own and borrowed funds that increases the value of their property (dividends, shares). Personnel and suppliers are interested in the stability of the enterprise, long-term relationships with it, as well as a favorable working atmosphere. For consumers, the highest value is provided by goods and services that satisfy them in quality and price.

Public recognition, in turn, gives the company the opportunity to expand production, increase sales and services, and ultimately increase its profits.

The main working tool in the implementation of the company’s target functions is the market strategy, within the framework of which the company’s competitive advantages are realized.

The company's management must seriously analyze its existing competitive advantages and choose one of the market behavior strategies.

After the market strategy has been carried out, the next tool for implementing the company’s target function, ensuring sustainable profit generation, is planning aimed at achieving the company’s goals.

Organizational forms of companies:

1. Private entrepreneur.

This type of firm is also called a one-man business, or sole proprietorship. The owner has or acquires the material resources and capital equipment necessary for production activities, and also personally controls the activities of the enterprise.

2. Corporation.

A corporation is a legal form of business that is distinct and separate from the specific individuals who own it. These government-recognized “legal entities” can acquire resources, own assets, produce and sell products, borrow, make loans, sue and be sued. And also perform all the functions that are performed by any other type of enterprise.

3. Small enterprise.

A small enterprise can be created by a private individual, an enterprise, an organization, both state and public. Firstly, it can be “single-celled” and more complex, have branches, sections, and representative offices. Secondly, the variety of purposes for which an enterprise can be created: artistic and auxiliary crafts, provision of all kinds of services to the population, launching almost any activity not prohibited by law. Thirdly, the relatively simple procedure of establishment and registration is attractive.

Small enterprises can be created as a result of separation from an existing enterprise, association, or organization. In these cases, the organization (enterprise) from which the small enterprise was spun off acts as its founder.

4. Joint stock company

A joint stock company is a voluntary organization of legal entities and citizens (including foreign ones) for joint activities by combining their contributions and issuing shares for the entire value of the authorized capital.

Joint stock companies provide three important purposes:

1. Attracting temporarily free capital to organize production, goods and services.

2. The design of a production structure that works directly for the consumer ensures a “flow” of equity capital from the industry and inefficient enterprises to more efficient industries.

3. Strengthening work motivation.

Depending on who owns the shares, joint stock companies can be state-owned, cooperative, public, or mixed.

A joint stock company may be created for the purposes of economic and other activities not prohibited by law. A joint stock company, being a legal entity, has the right to enter into any transactions provided for by law, independently resolve issues of organizing management, setting prices for manufactured products, remuneration, and distribution of net profit. The company may have representative offices, branches, and establish subsidiaries as independent commercial organizations.

5. Limited liability company (LLC)

This is recognized as a company founded by one or several persons, the authorized capital of which is divided into shares determined by the constituent documents; LLC participants are not liable for its obligations and bear the risk of losses associated with the activities of the company within the limits of the size (value) of the contributions made by them. The authorized capital of a limited liability company is made up of the value of the contributions of its participants. An LLC has no public liability. This legal form is most common among small and medium-sized enterprises.

6. Joint venture

Foreign investment refers to all types of property and intellectual assets invested in an enterprise for the purpose of making a profit. Foreign investors have the right to take business participation in enterprises created jointly with legal entities and citizens on the territory of the Russian Federation, as well as create enterprises wholly owned by foreign investors.

Enterprises with foreign investment are created and operate in the form of joint-stock and other business companies and partnerships provided for by law on the territory of the Russian Federation.

A joint venture can be created either through its establishment, or as a result of the acquisition by a foreign investor of a participation interest (share, shares) in a previously established enterprise without foreign investment or the acquisition of such enterprise completely.

7. Cooperatives

There are two types of cooperative societies: workers' cooperatives (or producer cooperatives) and consumer cooperatives (retailer cooperatives).

Worker cooperatives

This is a voluntary association of citizens on the basis of membership for joint production activities based on their personal labor and other participation and association by its members (participants in property shares). Worker cooperatives are a for-profit organization.

The founding document of workers' cooperatives is its charter, approved by the general meeting of its members. The number of members of cooperatives should not be less than five. Property owned by worker cooperatives is divided into shares of its members in accordance with the charter of the cooperative. The cooperative does not have the right to issue shares. A member of a cooperative has one vote when making decisions in a common way. Profits are divided among workers in accordance with the established agreement.

Consumer cooperatives

This is a voluntary association of citizens and legal entities on the basis of membership in order to satisfy their own needs for goods and services, the initial property of which consists of share contributions.

1.2 Classification of firms

Historical business experience has given rise to many types of firms, reflecting different forms and methods of attracting and using capital. All this diversity is usually classified according to a number of criteria: type of economic activity, type of subject and property rights, nationality of capital, scale of activity and quantitative criteria. By the type of economic activity and the nature of the transactions performed, firms are recognized as industrial, trading, insurance, engineering, consulting, auditing, specializing in the field of transport, communications, as well as conducting transactions with cash, real estate, securities, etc. In all industrial countries with developed In the market economy, the largest in terms of total sales are industrial firms, and the most numerous are groups of firms operating in the field of research, information, consulting and other types of services. Among them, there is a significant proportion of engineering firms providing various engineering and technical services related to the design, construction and commissioning of technically complex facilities, the development of new and improvement of previously mastered technologies, etc. All countries with a market economy are characterized by a large number of firms engaged in trade (domestic and foreign). These can be wholesale and retail trade companies, trade intermediaries, export-import companies, etc. Trading companies can be part of the sales regime of large industrial companies or act as independent entities. The profit of such firms is generated by the difference between the prices of purchased and sold goods, as well as as compensation for services for promoting goods to markets. Large trading companies are characterized by a combination of commercial activities with operations for finishing (sorting, packaging, packing), transportation, and insurance of purchased and sold goods. Transport companies transport goods and passengers. They usually specialize in certain types of transportation, which is why shipping, road, rail and aviation companies differ. Firms can be classified not only by specific type, but also by the degree of coverage of types of economic activity. It is possible to differentiate firms into single-industry and diversified (multi-industry). There are two types of diversified firms. Those belonging to the first type, despite the variety of fields of activity, retain a fairly pronounced core production (main specialization). In terms of organizational structure, such firms, as a rule, are concerns. The second type of diversified firms are the so-called conglomerate firms. Unlike firms of the first type, they do not have a dominant industrial core, i.e., core production. Types of economic activity that do not have any production or functional connections are concentrated here. The goals of conglomerates are not aimed at increasing efficiency, they are often speculative (for example, obtaining additional profits by gambling on stock prices). Conglomerates survive only as long as they manage to ensure a high rate of return on capital through the acquisition of fast-growing firms, as well as the liquidation of unprofitable branches and divisions. Otherwise, they either fall apart or change their strategy. The latter means concentrating efforts on the production of one particular product and transforming a previously conglomerate structure into a diversified company of the first type. Based on the subject of property rights, all firms, or more precisely, the property assigned to them, can be owned by citizens, legal entities, as well as the Russian Federation, constituent entities of the Russian Federation and municipalities. At the same time, the exclusion of the decisive participation of the state in the implementation of property rights brings the company closer to being called private. Within private entrepreneurship, there are individual and group forms of ownership and, accordingly, three main types of firms:

Sole proprietorships, characterized by a direct combination of the functions of property ownership and management;

Partnerships in which shares are owned by two or more persons, the features of which are specialization of management functions and unlimited liability of co-owners for the activities of partners;

Companies where there is a separation of management functions from ownership functions, but with limited liability for the activities of the company.

From the point of view of nationality of capital and scale of activity, all firms can be classified as national or transnational. Transnational corporations (TNCs) are, as a rule, large concerns, which are characterized by international diversification of activities. Based on quantitative criteria, firms are usually divided into large, medium and small enterprises or so-called small businesses. The criteria may be: sales volume, the amount of equity capital of firms, the number of employees. Using the listed criteria in combination allows you to obtain a more reliable assessment of the “size” of a company than when using one of them. At the same time, due to the special position of small businesses in a market economy and the existing system of government measures not only in Russia, but also in other countries that provide its support, it is customary to establish the number of employees as a criterion limiting the group of enterprises. In modern conditions, the combination of large, medium and small enterprises determines not only the structural diversity of the market economy, but also the prerequisites and conditions for its development.

1.3 Types of firms

The main economic agents in any economic system are households and firms. If households act as consumer cells of the economy, then firms are production cells. Firm - This is an organization that costs factors of production to create vital goods and sell them for profit. Firms differ from each other in their work profile, size, nature of products, management structure, and legal form. But we all unite them under a common concept<фирма>. Let's look at this definition in more detail. Firstly, a company is a place where, as a result of the interaction of production factors, products and services are created and sold. Secondly, it is not just a combination of production factors. At the same time, it is an organization - a group of people whose work is consciously coordinated for certain purposes; it is a production team. In it, owners and employees collaborate and interact: workers and employees, managers (managers) and performers. At the same time, the company as an organization enters into diverse relationships with the external environment - with suppliers and consumers (buyers) of products, with partners and competitors, government agencies, and public organizations. Thirdly, the company is a commercial organization, i.e. pursuing profit as the main goal of its activities. In the future, we will make sure that obtaining maximum profit is the main goal of the company.

From the point of view of organizing business activity, there are three forms: sole proprietorship, partnership, corporation.

A sole proprietorship is a form of business organization where the owner of the company is 1 person who performs all functions: management, sales, production, accounting, etc. Examples of such a company are: services of a private doctor, lawyer, tutor, etc. An example of the legal form of a sole proprietorship is an entrepreneur without the formation of a legal entity (PBOYUL). In the total number of all firms, individual farming takes 1st place (about 80%), but in terms of the volume of products produced, it ranks last (2%). The advantages of individual farming are:

1) High production efficiency, due to the personal interest of the worker in the final results.

2) Flexible response to market changes.

3) Simplicity of organization.

But individual farming also has disadvantages:

1) Lack of specialization of labor, and, consequently, a decrease in its productivity.

2) Difficulty in attracting additional resources.

3) Lack of limited liability of the entrepreneur.

Empirical observations show that the average duration<жизни>such firms are about 2 years old. After this period, some firms become bankrupt, some are re-profiled, and some turn into partnerships and corporations.

Partnership is an association of persons (partners) to conduct joint business activities. Each partner must not only contribute a share to the pooled capital, but also personally participate in the production of goods and services. As a share, you can invest cash, equipment, property rights to tangible and intangible assets. Partnerships, unlike sole proprietorships, can take advantage of labor specialization and also attract more resources. Examples of partnerships are a production cooperative, a peasant farm, and a general partnership. The successful operation of a partnership depends on the coherence of the workforce and the consistency of the partners’ actions.

A corporation is an organizational form of business that represents an association of capital. Unlike an association of persons, in a corporation a participant is not required to participate in the production process. The legal form of a corporation is business companies - limited liability company, additional liability company, open joint-stock company and closed joint-stock company. What all of these forms have in common is that the participant contributes a share to the authorized capital (in exchange he receives a share) and receives dividends in accordance with his share. Dividends are part of the profit of a joint stock company, paid to the shareholder in accordance with his contribution to the authorized capital. In the event of bankruptcy of the company, the shareholder is not liable to creditors with his personal property, but only loses the value of his shares and the opportunity to receive dividends in the future. Shareholders, as stated above, do not necessarily participate in the day-to-day activities of the corporation. But they participate in the management of the business company. For this purpose, a management body of the joint-stock company is created - the general meeting of shareholders. This or that decision is made by voting. The number of shares a shareholder owns is of great importance for the voting process. A share, being a security evidencing a contribution to the authorized capital of the company, not only provides the opportunity to receive dividends, but also gives the right to vote when making decisions. Strictly speaking, there are common and preferred shares. Common shares do not guarantee dividends. The owner of a common share will receive dividends when the company makes a profit. In this case, a simple share provides voting rights to its owner. The owner of a preferred share will receive guaranteed dividends, but he does not have voting rights. In the activities of a joint stock company, it is important who owns the controlling stake. A controlling stake is a share in the authorized capital that allows you to block a decision during the voting process.

A corporation is the most stable form of business. The exit of any shareholder does not change the size of the company's authorized capital. This shareholder simply sells his share to another person, i.e. We are talking about a change of owner, which does not affect the production process. At the same time, the corporation has a serious disadvantage due to the fact that the owners (shareholders) may be alienated from the process of current management of the enterprise. Managers of a joint stock company, whose role can be played by hired employees, do not always act in the interests of the owners. It must be remembered that the goal of the owner is to maximize profits, and the goal of the hired worker is to increase wages.

2. CONTRACT

2.1 Definition of contract

Institutions set the general framework for the interaction of individuals. The specific framework of interaction, which describes the conditions for making transactions, is determined by the provisions of the contract, or agreement between the direct participants in the interaction. The Civil Code of the Russian Federation calls a contract any “agreement between two or more persons on the establishment, modification or termination of civil rights and obligations” 1. If we use the terminology of the theory of property rights, then a contract can be called any agreement on the exchange of rights and their protection. When concluding a contract, individuals use formal and informal norms as data, applying and interpreting them to the needs of a specific transaction. In other words, the contract reflects the conscious and free choice by individuals of the goals and conditions of exchange carried out within a given institutional framework.

Contract (agreement) is an agreement on the exchange of powers and their protection”, which is the result of the conscious and free choice of individuals within a given institutional framework.

What institutional framework makes it possible to conclude contracts, taking into account the individual characteristics of people’s attitude to “natural” (in the sense of their conditioning by “nature”) risk and uncertainty? The required institutional framework is set by the employment contract, which allows one of the parties to the transaction to refuse risk, receiving the right to a guaranteed income, regardless of the influence of “natural” factors on the results of interaction. However, in this case, the risk-averse party to the contract renounces claims to receive more income in the event of a favorable set of circumstances.

The employment contract received its name in connection with the model of interaction between the employee and the employer, in which the employee is assumed to be risk-averse, and the employer is assumed to be risk-neutral. Whatever the market conditions and demand for the product produced by the employee, he receives a fixed remuneration. Moreover, the contract itself does not specify for what actions the employee receives remuneration; the nature of these actions becomes clear as one or another situation occurs due to “natural” factors. In fact, the employment contract only states the need for the employee to submit to the decisions of the employer.

An employment contract is an agreement between a risk-neutral individual and a risk-averse individual that defines the range of tasks that can be performed. implemented in the future as the contract progresses” In this case, the risk opponent transfers to the risk-neutral individual the right to control his actions.

A sales contract is an agreement between individuals who are equally risk-neutral, defining the range of tasks that will be implemented in the future during the execution of the contract.

So, the sales contract regulates the relationship between individuals who are equally risk-averse—equally risk-neutral. On the other hand, the employment contract describes the institutional framework for the interaction of people with different attitudes towards risk, risk neutral and risk averse. Opponents of risk (employees) voluntarily renounce, in favor of those who are neutral towards it (employers), their right to freely choose a strategy for action in the future, taking into account the influence of “natural” factors. There is a voluntary delegation of the right to control over the type of activity of the individual specified in the contract. Similar to delegating the right to manage a resource, an individual can delegate the right to control his own actions. This once again confirms that property rights, which we previously defined as the norm of legalism, are only a subset of the totality of norms regulating relationships between people and the rights and obligations arising on their basis 12 .

It is permissible to talk about voluntary delegation of control only on the condition that the individual retains the right to control his actions that go beyond the scope of the contract, and can also regain the delegated right of control upon completion of the contract. Consequently, the right of ownership still remains with the individual—the situation of slavery is not considered here. The individual delegates the right to control his actions in certain areas, not wanting to take on the risk of unintended consequences of these actions and/or being confident that someone else will use the right of control better. Thus, an individual is interested in transferring the right to control his actions if:

1) he believes that he will receive greater utility if controlled by another

2) he receives compensation from the person to whom control is transferred.

The delegation by an individual of control over his actions in the areas of activity specified by the contract lies at the basis of power relations.

There are three basic types of contract structure - classical, neoclassical and implicit contracts. A classic contract, in which all terms of interaction are clearly and comprehensively defined, is derived from a sales contract. An implicit contract, on the contrary, excludes a clear definition of the terms of interaction; the parties to the contract rely on their specification during the implementation of the contract, which is where the term “implicit (not fully specified) contract” comes from. Such a contract is derived from a contract of employment. Finally, there is the neoclassical, or hybrid, “relational” contract, which combines elements of both the sales contract and the employment contract. Neoclassical contract law and the doctrine of justification allow parties to a contract not to adhere to the letter of the contract in the event of unforeseen circumstances.

2.2 Essence, types and features of contracts

Under contract refers to a bilateral (or multilateral) legal transaction in which two parties (or many parties) have agreed to certain mutual obligations. The fundamental principles of contractual obligations are: 1) freedom of contract, i.e. freedom to conclude, determine the content and form of a contract, freedom to choose counterparties; 2) responsibility for fulfilling the contract, i.e. violation of the terms of the contract serves as the basis for holding the violator liable. Therefore, the components of the contract are a description of the obligations of the parties and sanctions in case of violation of the assumed obligations.

The classification of contracts is carried out from legal and economic points of view. From a legal point of view, the following types of contracts are distinguished.

1. A purchase and sale contract involves, on the basis of an agreement, the transfer on a permanent basis of ownership rights to the relevant asset from one party to another.

2. There are two types of rental contract: a contract for the rental of a physical object (lease) and a contract for the rental of personal property.

3. An employment contract involves the performance of actions by one individual (employee) in accordance with the instructions of another (employer).

4. The loan contract is not distinguished in all legal systems. This is a contract under which a person who takes money or other valuables must return the assets in the quantity, quality and form received from the lender.

Classifications of contracts from an economic point of view are quite numerous and are carried out on different grounds. The following types of contracts are distinguished: complete and incomplete; classical, neoclassical and relational; explicit and implicit; binding and non-binding; formal and informal; short-term and long-term; standard and non-standard (complex); self-executing and third-party secured; individual and collective; contracts in conditions of information symmetry and asymmetry; contracts with information verifiable and non-verifiable by courts; contracts concluded on one’s own behalf or on behalf of others. Implicit contracts contain “default” conditions. Complete contracts must include a description of all possible states of the surrounding world and the actions of the parties under each state.

In the theory of economic organizations, according to the classification of Ian McNeil, there are classical, neoclassical and relational contracts. A classic contract is a bilateral contract based on existing legal rules, clearly stating the terms of the transaction, imposing sanctions in case of failure to comply with these conditions and resolving disputes in court.

A neoclassical contract is a long-term contract under conditions of uncertainty, when it is impossible to foresee in advance all the consequences of the concluded transaction. Such a contract resembles an agreement on the principles of cooperation rather than a legal document that takes into account possible situations in the future.

If, along with uncertainty, the relationships between agents become continuous and the degree of specificity of resources is high, then the contract is called relational. This is a long-term mutually beneficial contract in which informal conditions prevail over formal ones. Often, the fulfillment of such a contract is guaranteed by the mutual interest of the parties, although two options can be used as a defense mechanism: self-defense and protection from the partner.

3. OPPORTUNISTIC BEHAVIOR OF THE MANAGER

3.1 Definition of opportunistic behavior

According to Williamson, opportunism (a strong form of selfish behavior) is the pursuit of self-interest through deceit. This type of behavior includes such forms as lying, stealing, and providing incomplete or distorted information. Such behavior can be realized and bring benefits, i.e. provide an opportunity to achieve the goal through neglect of ethical standards due to incompleteness and distortion of information.

If we classify opportunistic behavior from the point of view of the contractual process, then two types should be distinguished: pre-contractual and post-contractual.

Pre-contract opportunistic behavior is possible during the contract period. Pre-contract opportunism is expressed in concealing true information. This can occur both when purchasing goods and when hiring workers and is a consequence of the existence of characteristics of goods hidden for the economic agent. The result of pre-contract opportunism is unfavorable selection, or worsening the conditions of exchange.

Post-contract opportunism consists of violating the terms of the contract. It is also expressed in the concealment of information by one of the parties, allowing them to benefit to the detriment of the other party. Post-contract opportunistic behavior includes “moral hazard” and the so-called. "fraud", which means "direct malicious neglect of one's obligations."

One of the reasons for the emergence of post-contract opportunism is the incompleteness of the contract, since when drawing it up it is impossible to predict the possible actions of the agents. Another reason for the emergence of post-contract opportunistic behavior is the difficulty of measuring the quality of the parties' performance.

Problems of opportunism in an organization related to managerial behavior.

This problem was first touched upon by Adolph Burley and Gardner Mintz, famous American sociologists. In their book The Modern Corporation and Private Property (1932), they proclaimed a managerial revolution, meaning the following. In a corporation that attracts capital on the free market, its owners are deprived of the opportunity to control the behavior of managers due to their fragmentation and distribution of their investment portfolio between different corporations. The owner became anonymous and, as such, a powerless owner of a completely abstract resource, and managers became the real owners of the corporation.

There are four main forms of moral hazard among managers.

3. Expansion of operations beyond the limits of optimality, from the point of view of the value of the company.

1. Consumption in the workplace.

T.N. "prestigious" consumption is very difficult to separate from the necessary. There are certain realities of the business community. In particular, the management of any company should send signals that the company is prosperous, that it has sufficient capital to organize rich receptions, etc. A certain excess of investment in presentations indicates the success of the company in the same way as the charity in which it is engaged. If a company does not spend anything on charity, its position is highly questionable. This problem has been discussed many times, but it cannot be solved unambiguously - prestigious consumption cannot be prohibited.

2. Investments through dividends.

Owners themselves need to decide what to invest their money in. The manager must, having received a profit, leave some technical profit to expand production and give the money to the owners of the enterprise. The latter, if the company is good enough, reinvest them in it. And a manager who invests through dividends behaves incorrectly both from the point of view of efficient allocation of resources and from the point of view of property rights.

3. Expansion of operations beyond the limits of optimality, in terms of the value of the company.

The books "The Peter Principle" and "Parkinson's Law" by S. Northcomb Parkinson describe how an organization grows. One of Parkinson's laws states that a company expands because every manager in it must be a boss. For example, at its inception, a company has one owner who has three assistants. But his assistants feel uncomfortable without their assistants. As a result, an endless division of the apparatus begins, which ultimately leads the company to collapse. The picture Parkinson paints is exaggerated, but true.

Top managers quite consciously strive to expand the operations of their company, based on personal interests, and not on the interests of the company, although their interests coincide in terms of diversifying the company’s activities, providing it with reserve investments, and much more.

4. Resistance to takeovers.

Is it good or bad to resist takeovers? In general, the management team is supposed to resist the takeover of their company and the repurchase of shares. Milgrom and Roberts provide statistics on the results of takeovers: for 10 years from 1977 to 1986. the net income received by shareholders of the repurchased companies was $346 billion or 10% of GNP over these 10 years. This figure is approximately equal to 20-25% of the capital value of the acquired companies. These $346 billion are the minimum estimate of losses as a result of ineffective company management. Those. “opposition to takeovers” is, in fact, some form of opportunistic behavior of managers.

There are so-called "poison pills" These are special rights of shareholders (especially large ones), according to which the shareholder, in the event of a takeover or some unforeseen events, has the right to buy back a certain number of shares of the company at a very low cost. In general, this is an institutional form of opposition to takeovers, a form of certain guarantees for the company as a whole against them, and there is nothing wrong with “poison pills”. However, the question is who accepts them. If the general meeting of shareholders writes such a right in the company's charter, this is normal. This means a clear commitment of the company's owners to remain in this field of activity, no matter what, even under external pressure. But it’s a completely different matter if the “poison pills” are adopted by the company’s board, and not by the meeting of shareholders. This simply means some opportunistic behavior by top management (the board is usually closely associated with top management).

3.2 Types of opportunistic behavior

The situation of opportunism (Oliver Williamson) is the pursuit of personal interest using deceit or achieving a goal at any cost. Behavior aimed at pursuing self-interest and not limited by moral considerations, i.e. associated with the use of deception, cunning and deceit, in economic theory it is usually called opportunistic behavior.

Example: a person knows much more about himself than his employer. He knows that he has a diploma from the Faculty of Economics of Moscow State University, but he also knows that he has not been involved in science for the last 10 years. Those. Taking the position of an individualist, in the absence of self-control (or distorted information), you use gaps in the text of the contract to achieve your goals at the expense of your counterparty.

For organizations: such behavior leads to the emergence of information asymmetry (when one party has more information than the other), which complicates economic interaction and organization both before the conclusion of the transaction (ex ante) and after (ex post).

Types of opportunistic behavior:

1. Labor opportunism (“shirking from work” - shirking).

Example: a person hired as a watchman leaves his post during work, which happens all the time, since no one will hire a watchman and control him.

2. Opportunism at the managerial level as well.

Example: extended consumption of managers (overconsumption), when the latter say that for the company’s image they must spend a vacation in the Bahamas, and spend it there, taking advantage of the fact that the company’s shareholders cannot control them. Or, if the manager invests corporate funds in risky projects.

There are costs associated with opportunism.

Example: overcoming your partner's dishonesty towards you leads to you either hiring a supervisor, or trying to find and put into the contract some additional measures of your partner's effectiveness, etc.

CONCLUSION

Contract theory pays special attention to transaction costs, as the costs of opportunistic behavior. A weak form of selfish behavior is obedience. The semi-strong form is following one’s own interests under conditions of certainty. The strong form is opportunism, interpreted by Williams as the pursuit of personal interest through deceit. There are also two main forms of opportunistic behavior. 1) “shirking” - the individual works with less output than is required of him under the contract. So moral hazard arises when in a contract one party relies on the other, and obtaining actual information about its behavior requires great costs or is completely impossible. Special conditions for shirking are created in conditions of joint work of the whole group. And companies create special, complex, expensive structures. Includes control over agent behavior. 2) “extortion” Possible when working for a long time in close cooperation and getting used to each other so much that everyone becomes indispensable. If one factor decides to leave the team, the rest will not be able to find a replacement for him on the market and will suffer losses. According to the classification, there are two types: pre-contractual and post-contractual. Pre-contractual is possible during the contract period. Expressed in concealment of true information.

The result of the pre-contract is an unfavorable or worsening exchange conditions, selection. Example of supported cars. Cars of inferior quality displace better ones. This is due to the fact that the buyer is willing to pay a certain amount. But he is not able to fully appreciate it. Another problem of adverse selection is the labor market. If the salary rate is set by the company at the level of labor productivity, then the most productive workers will refuse to enter into a contract on such conditions. An institutional response to the existence of adverse selection may be the use of data on the educational potential of the employee.

Post-contractual is the incompleteness of the contract; when drawing it up, it is impossible to predict all actions. Opportunistic behavior means a violation of the terms of the contract in which a strategy of falsifying information takes place. Costs caused by opportunistic behavior arise due to information asymmetry and associated with the difficulty of accurately assessing the behavior of the other party to the transaction.

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