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El compromiso respecto de cuestiones sociales y ambientales ha ido progresivamente integrándose en el propósito corporativo de las empresas. Cabe destacar el papel esencial que las entidades de economía social han desarrollado al respecto, dado que la función social se inserta directamente en la causa del contrato. Además, está irrumpiendo con fuerza un nuevo modelo de empresa que, a partir del norteamericano de las benefit corporation, integra el que se ha dado en llamar el “cuarto sector”. Se trata de sociedades mixtas que, junto con la consecución de un ánimo de lucro, persiguen fines de interés general y que, en España aún pendientes de desarrollo reglamentario, se encuentran previstas en la Ley 18/2022, de 28 de septiembre, de crecimiento y creación de empresas, como sociedades de Beneficio e Interés Común.

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THE COMMON INTEREST AND BENEFIT COMPANY. LEGAL RECOGNITION AND LEGE FERENDA PROPOSALS IN SPAIN
Corporate concern about the effects of their activity is not new, as Corporate Social Responsibility (CSR) has traditionally served as a mechanism to address certain social and environmental demands that go beyond the regulatory framework. These processes have generally relied on voluntary standards (soft law), with corporate governance codes playing a particularly prominent role. However, this perception is beginning to change as the European agenda moves toward a mandatory standard of due diligence and corporate accountability, i.e., the establishment of a new model aimed at business sustainability (hard law). This shift implies aligning business activities with sustainability according to ESG (Environmental, Social, and Governance) criteria proposed by the UN in its Global Compact and the Sustainable Development Goals (SDGs) of the 2030 Agenda, which seek a balance between economic growth, environmental protection, responsible consumption, and social well-being. The growing attention to these goals is increasingly shaping responsible management and various due diligence procedures in companies.

Many companies are willing to commit to more responsible business models that address current societal challenges through their operations. The development of a long-term sustainable business model oriented toward the common good involves the generation of shared value that aligns the interests of businesses -aware of the reputational value of such commitment- with those of stakeholders. This effort, promoted by the global organization B Lab, has been recognized, among others, by the United Nations Global Compact as a means of redefining the role of businesses in society.

Several studies show an increase in the number of companies that have defined a purpose or mission aligned with sustainability, human rights, climate change mitigation and adaptation, among others. The development of a business model aimed at the common good in its various manifestations -and sustainable in the long term- entails generating shared value that aligns corporate interests with those of stakeholders (employees, local communities, suppliers, etc.).

The pursuit of general interest objectives by corporations has taken different forms. Notably, CSR incorporated into corporate governance codes has proven particularly effective in linking corporate interests with broader societal interests. In this regard, large companies have progressively deployed more due diligence processes focused on sustainability, recognizing that such processes can provide a competitive advantage. This trend has led large companies to commit statutorily to sustainable development criteria, involving other stakeholders in their corporate activities and business outcomes. In some cases, companies have amended their bylaws to include sustainability objectives and stakeholder engagement. These slogans go beyond mere marketing and are integrated into the companies’ strategic plans via statutory means.

There seems to be one main reason for presenting a positive image in this area: economic profitability, based on the prestige earned through good sustainability performance. The pursuit of such profitability can be legitimate as long as it is backed by concrete commitments, mechanisms, and objective management results. This raises the prospect of increasing litigation, based on the argument that companies already operating under sustainability parameters may be disadvantaged by others that gain unfair advantages through unsubstantiated environmental claims.

Additionally, it is essential to recognize the role of social economy entities, which provide “added value” compared to other economic agents by enhancing the transformative capacity of their environments and their usefulness to society in the current context. As the social function of social economy entities is embedded in the purpose of their contracts, they are key actors in Spain’s sustainable development cooperation system. Their goal is to serve either the collective interest of their members, the general economic or social interest, or both. Therefore, their suitability for projects that preserve the environment and other public interests is unquestionable. The regulatory framework of this sector is currently being updated to reinforce its position in both the market and society. A Comprehensive Law on the Promotion of the Social Economy is being processed in Spain, which strengthens the projection of cooperative values from the International Cooperative Alliance in the definition of the social economy, expands references to the associative forms that comprise it, removes operational barriers, and streamlines their activities.

There is also increasing importance placed on the so-called “fourth sector,” comprising companies that define their existence and corporate purpose based on a triple bottom line: economic, environmental, and social sustainability, committing to generate a positive impact in all three dimensions while still being for-profit. For this reason, new business models are emerging that balance social purpose and economic profit, inspired by international initiatives and under various names-benefit corporations, mission-driven companies, purpose-driven companies, among others.

Comparative law highlights the advantages that specific regulation of this business model could bring to the Spanish legal system. In Spain, since Law 18/2002 of September 28 on the Creation and Growth of Companies, the “Sociedad de Beneficio e Interés Común” (SBIC) has been presented as a hybrid company. This law represents an opportunity for such initiatives -especially in a context where corporate impact is highly valued- to access external financing to implement their business model.
Despite the legal provision, no performance verification regulation has been developed to ensure that both criteria and methodology meet the highest standards. It would be advisable to define, not merely by regulation but by law, the defining characteristics of this new model within the framework of Spanish corporation law (limited liability and public limited companies), as is the case in U.S. and European comparative law. This would establish SBICs as a distinct business type, granting them a recognized and unique legal identity that goes beyond traditional corporate structures.

This legislative recognition would create a suitable framework to distinguish and promote genuinely committed business practices based on purpose, in contrast to mere corporate marketing. Therefore, legislative development in this area is necessary for several reasons.

First, it would precisely define the unique nature of SBICs, providing a solid foundation for understanding their commitment to social and environmental responsibility -both internally and externally- and offering clarity to stakeholders, investors, and the general public.

Second, it would enable the introduction of tax incentives or access to social finance mechanisms to foster a sustainable and socially responsible business environment. These incentives could include tax reductions, credits, or other financial mechanisms to support and reward the positive contribution of these companies.

Third, it would make their social and/or environmental purposes legally binding, affecting directors’ fiduciary duties. By regulating their activities, these companies would have a legal obligation to fulfill the commitments inherent to their SBIC status.

Fourth and finally, it would establish standards to enhance transparency and accountability, including the implementation of independent external audits for large companies. It is necessary to adapt proportionality in purpose verification to accommodate the diverse realities of the business sector and to enable the cross-cutting incorporation of this model throughout the entire economy-from small producers to large corporations.

The limited scope of current regulation has prompted various initiatives aimed at promoting detailed regulation of this new business model. To contribute to this goal, the following pages present a regulatory proposal -lege ferenda- based on the conviction that an appropriate legal framework can greatly benefit this emerging “fourth sector”.

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Las conocidas como cooperativas sociales se han expandido por muchas de las legislaciones cooperativas de todo el mundo, llegando también a España, donde se encuentran reguladas en todas las leyes de cooperativas. Sin embargo, su incorporación a todas estas legislaciones ha sido desigual, adoptando diferentes denominaciones, no pudiendo desarrollar las mismas actividades ni los mismos servicios, viéndose sometidas a regímenes económicos diversos y permitiendo la participación de diversos grupos de personas en su estructura interna. En este trabajo se analizará cómo son recogidas estas figuras por las distintas legislaciones cooperativas tanto en el ámbito español como en el internacional, con el objetivo de extraer de su definición jurídica estricta unas características comunes que nos permitan diferenciarlas con respecto al resto de cooperativas.

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THE LEGAL REGIME OF SOCIAL COOPERATIVES IN SPANISH AND COMPARATIVE LAW
Social cooperatives have experienced significant expansion in the legal frameworks of numerous countries, establishing themselves as key actors within the social economy and sustainable development. They are characterized by their vocation for the general interest, as their purpose goes beyond the benefit of their members to focus on the welfare of the community or vulnerable groups. This orientation translates into the production of goods or the provision of services that address social needs inadequately met by the market or public authorities. This work offers a comprehensive analysis of the legal regime of social cooperatives in Spain and comparative law, aiming to identify the common features that distinguish them from other cooperative forms and to contribute to a better understanding of their social and economic function.

The origin of these entities lies within the context of social enterprises, with particular influence from Italian doctrine and the enactment of the first law on social cooperatives in Italy in 1991, which served as a model for other European and non-European countries. Thus, analogous figures have emerged in Portugal, France, Greece, Belgium, Brazil, and South Korea, each with its own particularities but sharing the mission of promoting social and labor integration of vulnerable people or providing services of general interest.

In Spain, the regulation of social cooperatives became widespread in the 1990s, not as a new class of cooperative, but as a special category applied to existing cooperatives subject to a specific regime. Currently, these entities are regulated both by state legislation and by the seventeen regional laws, although their incorporation has been uneven and there is significant heterogeneity regarding denominations, permitted activities, services offered, and applicable economic regimes.

Despite the lack of uniformity, all legal frameworks recognize the importance of these entities in promoting social cohesion and the inclusion of disadvantaged groups. In an attempt to define them, the International Organisation of Cooperatives in Industry and Services has identified five main characteristics: an explicit mission of general interest, non-state character, multi-stakeholder structure, substantial representation of worker members, and prohibition or limitation of surplus distribution. These can be synthesized into three: an explicit social mission, limitation or prohibition of surplus distribution, and participation of multiple stakeholders without any single group imposing its decision on the rest.

Regarding the first characteristic, the explicit social mission, analysis of Spanish and comparative legislation shows that not all social cooperatives share the same purpose or social object, nor do they provide the same services or produce the same goods for members and third parties. Therefore, based on these variables, social cooperatives can be classified into three distinct subtypes: social integration cooperatives, professional integration cooperatives, and social initiative cooperatives.

Social integration cooperatives are mainly composed of people with disabilities or in social exclusion situations, and their main objective is to facilitate the social and professional integration of these groups. Legislation requires that the majority of members belong to these groups, although the exact percentage varies by regulation. Professional integration cooperatives, unique to Spanish legislation, group professionals who provide services to vulnerable people, without the latter necessarily being members. Finally, social initiative cooperatives aim to provide welfare, health, educational, cultural, or labor integration services for excluded people, as well as to meet social needs not addressed by the market. This last subtype includes both the integration of vulnerable groups and the provision of services to the general population.

The second identifying characteristic of social cooperatives is the limitation or prohibition of surplus distribution. However, analysis of the economic regime shows that some social cooperatives, after allocating the required reserves and possibly paying interest to members for their contributions, may distribute the entire surplus among members. This is the case for social integration cooperatives, which can distribute surpluses among their members, who are people with social and labor integration difficulties; thus, such distribution directly contributes to achieving the cooperative’s purpose.

Furthermore, the economic regime of social cooperatives is not limited to surplus distribution. Internationally, these cooperatives are also prohibited from distributing the remaining assets among members during liquidation – a circumstance also present in most Spanish laws, although it applies to all types of cooperatives, social or otherwise. Additionally, Spanish social cooperatives that are not integration cooperatives are subject to a stricter economic regime than other international social cooperatives, due to the obligation to qualify as non-profit entities. Thus, Spanish social cooperatives cannot remunerate the board of directors, pay workers more than 150% of the remuneration established by the applicable collective agreement, or pay interest on capital contributions above the legal interest rate. Despite all these restrictions, Spanish social cooperatives do not enjoy specific tax advantages and are subject to the general regime for protected or specially protected cooperatives, which is disadvantageous compared to associations and foundations that may benefit from the tax regime for non-profit entities.

Therefore, it is considered that, rather than focusing solely on surpluses, it would be more accurate to speak of the requirement, in cooperatives that are not social integration cooperatives, of a more or less strict economic regime aimed at preventing the direct or indirect distribution of surpluses and cooperative assets, ensuring instead that these are allocated to the pursuit of general interest objectives.

Regarding governance and the participation of other stakeholders, Spanish legislation provides for the possibility that volunteers, public entities, and other interest groups may participate in the cooperative, although their presence is optional and depends on the will of the members. Moreover, in Spain, most social cooperatives are established with the minimum number of members required, which limits the plurality of stakeholders. Internationally, only in France and South Korea is a multi-stakeholder composition mandatory. In other comparative law systems, although there is no obligation for this type of cooperative to be configured as a multi-stakeholder cooperative, provisions are made for other actors besides ordinary members to participate and, in some cases, acquire member status. This facilitates the presence of multiple stakeholders within the cooperative, but, as in the Spanish case, their participation remains optional.

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Como todo modelo empresarial, el cooperativismo precisa de normas jurídicas que se ajusten a su naturaleza, y que le permitan resolver las controversias que surgen en sus operaciones de forma coherente con sus valores y principios. Aun cuando la doctrina cooperativista reconoce la importancia de contar con personas educadas en sus fundamentos filosóficos para garantizar la buena marcha de estas empresas; nuestro estudio de las legislaciones latinoamericanas revela escasez de normativa sobre los estándares jurídicos de comportamientos exigibles de los participantes del quehacer empresarial cooperativista, en los distintos roles que asumen como sujetos particulares del Derecho Cooperativo. Afín con la Doctrina de los Actos Cooperativos, y conscientes del debate doctrinario sobre si los principios cooperativos constituyen un imperativo legal en la gestión cooperativa, analizamos la importancia de visibilizar esas categorías de sujetos particulares del Derecho Cooperativo, para así poder desarrollar estándares conducta legalmente exigibles de los mismos, en los distintos escenarios en los que se despeñan.

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IMPORTANCE OF ESTABLISHING SPECIAL LEGAL STANDARDS OF BEHAVIOR FOR THE PARTICULAR SUBJECTS OF COOPERATIVE LAW
Like any business model, cooperativism requires legal norms that align with its nature, promoting solutions consistent with its philosophy, values, and principles to the legal controversies that arise in the context of its business operations. One of these areas would concern the development of behavioral parameters generally required from those persons who participate in cooperative entrepreneurship. However, to conceptualize such standards of conduct, especially applicable to the participants in cooperative business activities, it is necessary to identify the particular categories of legal persons involved in the same.

In order to identify those particular legal persons of cooperative entrepreneurship, and in light of the extensive literature reviewed on the development of Cooperative Law as a rather autonomous area of the legal sciences, we depart from our own definition of the concept. We propose that Cooperative Law shall be understood as such area of the legal sciences that encompasses the set of norms, doctrines, and best legal practices, developed both at the national and international levels, whether imperative (hard law) or directive (soft law), which, upon recognizing a distinct legal identity to the network of relationships and business dealings that occur among the particular persons of cooperative entrepreneurship —both in its associative and business dimensions— imposes a legal treatment consistent with the philosophical doctrine, values, and principles of cooperation, to the issues and controversies that arise at the different stages of cooperative business’ operations; with primacy over, or exclusion of other kind of legal frameworks.

Departing from such definition and applying a similar analytical logic to that which aim the Latin-American Doctrine of Cooperative Acts, we identify the particular legal persons or subjects of Cooperative Law, commonly recognized in the cooperative statutes of the Latin-American countries. The criteria utilized to identify such categories of legal person is to analyze whether the different national statutes recognize them as direct participants in the cooperative entrepreneurship, or on its institutional promotion and development in a way in which the legal systems grant powers, assign duties, or impose legal responsibilities to such participants, according to their respective roles within the cooperative business operations.

Our study of the cooperative laws in Latin America revealed that, in general, they commonly recognize four (4) categories of particular legal persons of Cooperative Law in this region, namely: i) the cooperatives, ii) their various types of members or associates, iii) the set of representative and auxiliary entities which jointly conforms the national “cooperative movements”, and iv) the specialized state institutions. Consequently, Cooperative Law encompasses those types of relationships and legal business dealings that, within the context of cooperative business operations, takes place among cooperative members between themselves, between them and their cooperatives, between the cooperatives among themselves, the cooperatives and the representative and auxiliary entities and the auxiliary and representative entities between themselves; as well as between all of the above mentioned actors and the state, in the exercise of its particular functions regarding the implementation of the cooperative public policies, regulatory frameworks, and the overseeing of the business operations of the cooperatives through its specialized administrative agencies.

However, beyond directly or indirectly identifying the aforementioned categories of particular legal persons of Cooperative Law, we found that the examined cooperative laws of Latin America, do not address the matter of developing general standards of conduct expressly designed for the particular legal persons of Cooperative Law, except for vague references to the generally recognized cooperative values and principles. Such gap in the examined laws, contrasts with the vast doctrinal developments within cooperative doctrine related to the importance of having people well trained in its philosophy and values for the proper functioning of these enterprises. In this sense, our comparative study of Latin American cooperative legislation revealed a lack of specialized regulation regarding legal standards of behavior, specially tailored to fit the different categories of legal persons of cooperative Law in their various entrepreneurial roles. In other words, we found that the extensive philosophical doctrine related to the ethical virtues of cooperative people does not seem to have transitioned into the field of Latin American Cooperative Law, in the way of positive legally enforceable standards of conduct for such particular legal persons, which might take into account their different roles, both in the associative as well as in the business dimensions of the operations of the cooperatives.

Our study revealed scarce references in the analyzed national cooperative legislations related to the kind of conduct expected from such participants, mostly related to a general duty of the membership to avoid acting in ways which might compromise the entity’s cooperative spirit, or to behave with solidarity, which are discussed in the article. However, most of the Latin American national cooperative legislations lacks any particular conduct standards in relation either to the membership, the cooperative entity itself, the cooperative movement or the governmental agencies in charge of overseeing the cooperative business practice and public policy. On the contrary, we even found references to legal standards of behavior which appears to be more consistent with the operations of traditional for-profit corporations, rather than to cooperatives.

In light of such findings and based upon our broad literature review, we proposed that to recognition the referred four categories of particular legal subject or personhoods within the Latin American cooperative laws, might be a necessary but not sufficient condition, to further strengthen the consolidation of Cooperative Law as an autonomous branch withing the legal science in our region. This, because the recognition of the particular legal identity of the cooperative enterprises cannot be fully understood when it is dissociated from the distinctive subjectivity that must be attributed to the people participating in such kind of entrepreneurship. That is, the need to recognize that the people who participate in cooperative entrepreneurship are motivated with the aim of satisfying its common necessities and aspirations through a mutualistic democratically managed business, with no intention of generating profits from whatever monetary contributions made by them. Such presumed particular subjectivity or intentionality justifies requiring those persons to behave according to universally recognized cooperative ethical standard while participating of the cooperative entrepreneurship.

While cooperative principles and values are supposed to guide the operations of cooperatives, in our analysis of the referred laws, we did not find those values translated into legally enforceable general standards of conduct for the particular legal persons of cooperative entrepreneurship. Nor as a legal tool to properly judge their compliance with their respective duties as cooperative persons, whether as members of management bodies, in the exercise of managerial functions, or as state officials. For this reason, we defend that the development of special behavioral standards especially applicable to the particular legal persons of Cooperative Law, is a matter that deserves further study and legal development, in order to help consolidate Cooperative Law in Latin America, as a way of improving the capillarization process of the Latin American doctrine of the cooperative acts. We do not propose that detailed codes of conduct be included as part of the different national legislations, but that general standards of expected behavior -duly aligned with cooperative values and principles- be recognized as parameters of proper cooperative conduct, when adjudication the correctness of the actions of the different categories of the particular legal persons of the Cooperative Law in Latin America. That by recognizing that they are motivated by a cooperative and solidarity-based intentionality. Such norms, tailored to the different categories of cooperative subjects, could be used as archetypal references in resolving controversies arising in cooperative business operations, as well as for assigning responsibilities to such subjects. This would help avoid the practice of recurring to behavioral standards developed in the context of other non-cooperative business contexts -such as for-profit corporations-, in the absence of appropriate references within Cooperative Law.

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El presente artículo analiza el modelo español de inserción social por medio de la actividad laboral que se caracteriza por la concurrencia de dos entidades jurídicas: empresa de inserción (EI) y entidad promotora (EP) participante. Tras introducir ambas figuras y las clasificaciones empresariales en las que se encuentran, se estudia su origen en Derecho Comparado, a través de las regulaciones de dos países de nuestro entorno cómo son Francia, e Italia. Posteriormente, se analizan las ventajas y limitaciones de las formas jurídicas más adecuadas para ser EI y EP, destacando en las primeras la SRL y, en las segundas, las asociaciones o fundaciones. Además, en ambas figuras también se realiza hincapié en las cooperativas. Finalmente, se concluye que el modelo actual presenta limitaciones y que, aunque cuenta con una reforma legislativa en curso, esta no aboga explícitamente por flexibilizar la estructura actual, lo que sin duda sería beneficioso y favorecería la inserción social.

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THE SOCIAL INSERTION ENTERPRISES (WISE). A COMPARATIVE LEGAL ANALYSIS AND THE SPECIFIC CORPORATE AND LEGAL FRAMEWORK REQUIRED IN SPAIN
This article aims to provide a comprehensive legal analysis of the Spanish model of social integration through work activity, focusing on the dual legal structure composed of Work Integration Social Enterprises (Empresas de Inserción, hereinafter “EIs”) and Promoting Entities (Entidades Promotoras, hereinafter “PEs”). This model serves as a mechanism for addressing social exclusion by offering access to the labor market for individuals in vulnerable situations, including those who have experienced long-term unemployment, social marginalization, or other systemic barriers to employment.

The paper adopts a legal-comparative and systematic approach. It contextualizes the Spanish regulatory model within broader European experiences—particularly those of France and Italy—and addresses the legal framework, organizational forms, and ongoing challenges affecting both EIs and PEs. Through this dual lens—comparative and structural—the study seeks to critically evaluate the effectiveness and limitations of the current Spanish model and identify possible pathways for improvement, particularly in light of the legislative reform currently under parliamentary review.

The introductory section outlines the socio-economic rationale and legislative evolution of EIs in Spain, which were formally recognized through Law 44/2007. These enterprises are framed within the broader category of social economy entities, which aim to reconcile economic activity with a social mission. EIs are defined not only by their purpose—providing transitional employment—but also by the legal and operational requirements they must fulfill to obtain and maintain their official designation. Among these requirements are the development of individualized insertion itineraries for workers, the allocation of a percentage of workforce positions to individuals in situations of social exclusion, and compliance with specific oversight obligations. A distinctive feature of the Spanish model is its structural duality. EIs must be legally and operationally linked to a PE, which acts as the supporting organization and is generally responsible for strategic guidance, financial support, and long-term mission alignment. This partnership is formalized and regulated, with the PE required to hold at least a 51% stake in the EI’s share capital and to demonstrate its capacity and commitment to social integration initiatives. This structural interdependence is unique within the European context and is the focal point of much of the analysis presented in this paper.

Section two offers a comparative legal examination, focusing on France and Italy as illustrative jurisdictions. In France, the Structures d’Insertion par l’Activité Économique (SIAE) encompass various legal forms—such as integration enterprises, temporary work integration enterprises, and workshops—but operate within a more flexible regulatory framework that emphasizes outcomes over structure. Italian law, for its part, recognizes the “Cooperative Sociali di Tipo B” as entities specifically dedicated to the employment of disadvantaged individuals. These cooperatives enjoy considerable autonomy in terms of legal form and governance, while benefiting from fiscal advantages and public contracting preferences. Both models are analyzed not only for their legal content but also for the institutional and political contexts that shape their implementation. The comparison illustrates a greater degree of institutional flexibility and diversity in France and Italy, which contrasts with the relatively rigid Spanish configuration.

Section three addresses the legal framework currently in force in Spain. Law 44/2007 sets forth the basic requirements for EI registration and operation, including employment quotas for individuals facing exclusion (a minimum of 30% of the workforce), reinvestment obligations, and the aforementioned partnership with a PE. The law also outlines the administrative procedures for registration, monitoring, and potential revocation of EI status. The paper critically examines these provisions, highlighting the tension between regulatory rigor and operational flexibility. While the legal clarity provided by Law 44/2007 is welcomed, some provisions may limit the scalability and innovation of work integration initiatives. The section also explores the draft reform currently under discussion in the Spanish Parliament. While the proposed changes aim to update and harmonize the regulatory framework across autonomous communities, they fall short of introducing substantive flexibility in the EI–PE structural model. In particular, the draft maintains the requirement of dual legal entities and does not propose alternative governance models or hybrid organizational forms, which may prove more effective in some contexts.

Sections four and five are devoted to the legal forms available for EIs and PEs, respectively. For EIs, the most common structure is the Limited Liability Company (Sociedad de Responsabilidad Limitada, SRL), due to its operational simplicity and commercial adaptability. However, cooperatives are also examined, especially for their alignment with participatory governance principles and social economy values. The paper evaluates the strengths and limitations of each form, noting that SRLs may offer greater market access but less worker involvement, while cooperatives may be more aligned with the social mission but face operational constraints. As for PEs, these are typically organized as non-profit entities—specifically associations or foundations—although cooperatives can also fulfill this role. The paper analyzes these forms in light of their governance structures, fiscal treatment, and eligibility for public funding. It notes that while associations offer flexibility and a democratic structure, foundations may provide greater financial stability and institutional credibility. Nonetheless, both forms may face difficulties in assuming the entrepreneurial risk and long-term commitment required by the EI–PE model. The study advocates for legal recognition of a broader range of potential PE forms, possibly including hybrid models that combine for-profit and non-profit features.
Section six delves deeper into the relationship between EIs and PEs. The sponsorship requirement is evaluated from both a legal and functional perspective. While intended to ensure accountability and alignment with social goals, the mandatory PE involvement may act as a barrier to entry, particularly in regions or sectors where such entities are scarce. Moreover, the rigid separation of roles can create governance inefficiencies, duplications of effort, and limitations on organizational innovation. The article argues for a more nuanced approach that allows for varying degrees of integration and autonomy, depending on the needs and capacities of each project.

The concluding section presents a critical assessment of the Spanish model’s current strengths and weaknesses. Among the strengths are the formal recognition of EIs, the institutionalization of support structures through PEs, and the existence of public funding channels. On the other hand, key limitations include the rigidity of the legal framework, the high administrative burden, and the limited room for legal innovation. The paper emphasizes that while legislative reform is welcome, it must go beyond formal adjustments and address the structural limitations inherent in the current dual-entity requirement. Ultimately, the article advocates for a more dynamic and adaptable legal framework—one that promotes legal plurality, supports cooperative and community-based entrepreneurship, and reinforces the collaborative partnerships between public authorities, civil society, and private actors. Such a framework would not only enhance the effectiveness of work integration policies but also contribute to a more inclusive and resilient social economy.

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Se analiza el concepto de servicio público, dedicando especial atención a la influencia de la normativa europea al respecto. Hay que distinguir entre titularidad del servicio y gestión o prestación del mismo. Se aborda la cuestión de la idoneidad jurídica de la prestación de servicios públicos por parte de las cooperativas, desde el prisma de los principios cooperativos de autonomía e independencia, y de interés por la comunidad. Se reflexiona sobre la crítica política a la privatización de servicios públicos, cuando son prestados por cooperativas.

Al abordar el régimen jurídico-positivo, se combinan el derecho administrativo y el iuscooperativo, estudiando diversas fórmulas de externalización de servicios públicos. El ámbito geográfico del estudio es Euskal Herria, o País Vasco, como territorio donde se habla euskara, desde una perspectiva política, y no jurídico-positiva, abarcando la Comunidad Autónoma de Euskadi; la Comunidad Foral de Navarra; y los territorios vascos situados en el Estado francés.

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PUBLIC SERVICES COOPERATIVES IN EUSKAL HERRIA
The object of this article, as its name suggests, revolves around public service cooperatives in the Basque Country. The geographic area of study is Euskal Herria (Basque Country as a whole), as a Basque-speaking territory, from a political, rather than a legal, perspective. Thus, we will study public service cooperatives throughout the entire geographic area of Euskal Herria, in a historical and political sense, encompassing the Autonomous Community of Euskadi; the Chartered Community of Navarre (both located in the Spanish State); and the Basque territories located in French State.

This legal investigation faces the challenge of facing different applicable legal systems. On the one hand, from a political-geographical perspective, because within the Basque Country, diverse legal frameworks coexist, depending on the territory (the Basque Autonomous Community and the Chartered Community of Navarre, within the Spanish State; the territories of Lapurdi, Zuberoa, and Lower Navarre, within the French State). On the other hand, in linking the notions of cooperative and public service, it is essential to study, respectively, cooperative law and administrative law.

First, the complex issue of public service (PS) is addressed, a classic notion in administrative law but, despite its long tradition, it presents notable challenges. There is no legal concept of public service, so sectoral laws classify certain services as public services. Always following the generic ratio iuris of understanding the satisfaction of citizens’ essential needs as a matter of public interest through services provided under conditions of universality, equality, and continuity. A specific section is devoted to the notion of public service within the framework of the European Union, where the reference to be studied is Services of General Economic Interest (SGEI).

The two main legal variants of public services are highlighted: one possibility is PS liberalized by law, in which the public authorities impose public service obligations on the companies that provide PS; of course, these companies can be cooperatives. The other scenario is that public law decides the publicatio of some service, such that the Administration assumes ownership of it. In this second case, of publicly owned PS, management can be public and direct, or indirect management can be entrusted to a company, which can be a cooperative one.

We have also observed the constitutional and legal provisions that oblige public authorities to give preferential attention to cooperatives, due to their social nature. Such that in some cases, the provision of PS is reserved for cooperatives, when it comes to social, cultural, educational, or health services. From the perspective of cooperatives, we have addressed the issue of their provision of PS by focusing on two cooperative principles: autonomy and independence; and concern for the community. The necessary autonomy of cooperatives means the power of full self-governance, and independence implies no dependence on external agents, public or private. The provision of PS by cooperatives could entail dependence on public authorities, but we have observed that, if the public-cooperative relationship does not entail the loss of control of the cooperative by the cooperators, there is no legal problem. Likewise, even if an external company contributes capital to the cooperative, as long as its control remains within the cooperative members, its autonomy and independence are understood to be preserved. Regarding the cooperative principle of concern for the community, we have observed that this principle encourages the provision of public services by cooperatives to serve the community in which the cooperative is located. From a quantitative perspective, each cooperative will be sovereign to freely decide the proportion of profits it keeps for itself, and how much it generously dedicates to the community.

We have also reflected on the political approach that criticizes the provision of public services through cooperatives for privatizing public services. We believe it is essential to offer a different legal treatment, as well as a different political analysis, depending on whether we are dealing with capital companies whose sole mission and objective is profit, or whether we are dealing with a cooperative with a private legal form but with a vocation for public service to the community in which it is located.

We have dedicated the following section, from a positive legal perspective, to analyzing the different formulas for the provision of PS by cooperatives, always taking into account the specific applicable law, depending on the Basque territory in question. Thus, we have studied the legal regime applicable to the situation in which the public administration is a partner of the cooperative that provides PS. In this case, the administration may be a cooperating partner, a collaborating partner, or a capitalist partner. A second legal approach would be the public contract between the administration and the cooperative, as a legal title to entrust the cooperative with the provision of a publicly owned public service, through the formula of indirect management. Various applicable contracts are studied, which show important differences regarding whether or not the cooperative assumes the business economic risk. Another possibility is for the public administration to enter into a collaboration agreement with the cooperative, a public legal instrument that is not technically a public contract, thus binding the administration and the cooperative when both parties pursue a common objective. We have also studied two specific types of qualified cooperatives: social initiative cooperatives and public utility cooperatives. These are cooperatives that receive these administrative designations based on the distinctly social nature of their activity or its public interest. The same cooperative can obtain both designations. We were interested in these specific statuses because they entail recognition of the quasi-public work of these cooperatives, which places them in a preferential position for the provision of public services.
Finally, we have focused on the possibility of a cooperative providing public services within the political and geographical scope of the entire Basque Country. Thus, we have studied the positive legal regime of public service cooperatives throughout the Basque Country (Euskal Herria). And we maintain that it is legally feasible. From the public perspective, there are legitimate entities such as the Euroregion (Navarra, Euskadi, Nouvelle-Aquitaine) or Consortiums such as Udalbiltza. From the cooperative perspective, the European Cooperative Society, which operates throughout the Basque Country, can be used. In fact, the European cooperative Euskal Herriko ikastolak, involving educational centers that teach in the Basque language, already exists.

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El presente trabajo pretende comprobar si, junto a las cooperativas de trabajo asociado o a las sociedades laborales, existen otro tipo de entidades de la economía social que puedan intervenir en la provisión de servicios de cuidados a través de plataformas digitales. A tal objeto, el foco de atención se dirige hacia las fundaciones, analizando, en primer lugar, de qué forma este tipo de institución jurídica puede intervenir en el mercado de los cuidados actuando no solo como titular de la plataforma digital, sino también como proveedor mismo del servicio. Una vez delimitada la forma de participar en este sector económico, el trabajo delimita los aspectos fundamentales de la configuración jurídica de este tipo de fundaciones al objeto de convertirse en una fórmula empresarial con importantes ventajas tanto para los proveedores de cuidados, como para los usuarios que recurren a las plataformas digitales como instrumento de intermediación.

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SOCIAL ECONOMY ENTITIES AS OWNERS OF DIGITAL CARE PLATFORMS: SPECIAL REFERENCE TO FOUNDATIONS
Social economy entities can give an adequate response to the public dimension of care economic sector and offer interesting solutions to the main requirements of care providers and receivers due to their legal organization and fundamental values. Within the list of social economy entities, associative work cooperatives and labour companies have received a special consideration as owners of digital care platforms. Both company types share as main characteristic the fact that all their members assume at the same time the role of partners and workers and this circumstance involves significant advantages when providing care services. On one hand, because according with this business formula, the associated work cooperative or the labour company assume the ownership of the digital platform and the responsibility of providing care services through their own worker partners. Because of that, care receivers only must deal with the company itself giving more stability and legal security to care activities. On the other hand, as workers assume simultaneously the condition of partners, they can intervene in the internal organization of the company and play an important role when deciding about labour conditions. With this staring point, the article tries to analyse if there are other social economy entities, such as foundations, which can act as care providers and intermediaries offering similar solutions and advantages as the ones offered by associated work cooperatives or labour companies.

Foundations are, according to the legal concept, non-profit legal institutions whose assets are aimed to achieve a general interest, and which can directly perform economic activities. From this approach foundations can be considered as real entrepreneurs who assume the rights, obligations and responsibilities derived from the activity performed. Nevertheless, the fact of being a special organization of foundational nature requires a certain relationship between the economic activity and the general interest which the foundation pursues. Some foundations perform economic activities which are incidental to the achievement of the general interest. In these cases, the economic activity represents just as a source of financing which helps to achieve the foundational goal. Other foundations perform economic activities which fully coincide with the general interest pursued. This case shows the highest degree of correspondence between economic activity and foundation because the foundational goal is achieved through the economic activity.

Considering the main characteristics of the legal concept of foundation and the possibility of being considered entrepreneurs performing economic activities the article is going to focus on those foundations which provide care services through digital platforms and consecutively spend the obtained benefits in the promotion of care activities of general interest, because the promotion of care activities constitutes their foundational goal.

The described type of foundation occupies a legal position which reminds to the one occupied by cooperatives or labour companies and, because of that is suitable to offer similar advantages. This type of foundations acts as a care provider assuming all rights, obligations and responsibilities in the same way as cooperatives and labour companies do. This fact allows clients to deal with one single legal entity and facilitates a continuous and stable care service, something valuable for those who depends on caregivers and want to maintain a long-term trust relationship with them. Apart from that, foundations are social economy entities capable of offering a better response to the public dimension of the care sector and the special needs of those people who participate in care sector just as the two company types mentioned above.

Nevertheless, there are also important differences to consider. In the first place foundations cannot be defined as people associations in the same way as cooperatives and labour companies. Foundations just represent several assets aimed to the achievement of a public interest goal, but there is no share capital divided into different parts owned by partners. This fact is crucial for those foundations which act in care sector like real entrepreneurs performing economic activities as a way of achieving the foundational goal. As there are not partners, foundations cannot take profit of one of the most important advantages of cooperatives or labour companies. Both company types, can easily integrate capital and work because the condition of partner involves simultaneously the condition of worker. This double condition allows care providers to participate in the internal bodies of the company and somehow control the decision-making process. Nevertheless, care providers in foundations do no assume that double condition. They are just workers without any kind of political rights to be exercised inside the organization.

Together with this, there are other differences to contemplate. Foundations, contrary to cooperatives or labour companies, cannot distribute benefits. As non-profit institutions, they can obtain economic compensations for the activity performed as any other entrepreneur. However, individuals cannot benefit from the profit obtained. This must be aimed to achieve the foundational goal provided in the foundational contract. Nevertheless, this particular feature involves advantages for those foundations which, as in our example, provide care services through digital platforms as a way of achieving a foundational goal related to the promotion of care activities. In this case, the foundation centralises the care services and the economic compensation received by its employees, but the obtained benefits are not distributed among all those who have personal interests connected to the foundation. Instead, they will be used to achieve the foundational goal provided in the contract. As this foundational goal (promoting care activities) coincides with the economic activity performed by the foundation the result represents an important advantage for the foundation itself. Care activities can be considered at the same time the source of foundation benefits and the final goal for those benefits. Taking this into account, the type of foundation considered creates a kind of circular flow of resources with relevant consequences. In the end, the higher the benefits of the foundation are, the higher the financial resources will be to promote care activities related to the foundational goal. In this sense, the possibilities are numerous: the implementation of training programs to improve care providers skills or digital platforms adapted to the special needs of care receivers.

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Em 2023, a política pública “Nova Geração de cooperativismo para a Promoção de Habitação Acessível traz um novo impulso ao papel das cooperativas de habitação e de construção na satisfação das necessidades de habitação.
Os instrumentos contratuais que titulam a cedência de imóveis públicos a cooperativas de habitação e de construção implicam um conjunto alargado de obrigações a serem cumpridas pela cooperativa cessionária, justificadas pela necessidade de acautelar o interesse público. O artigo analisa a conformidade destas obrigações com os princípios cooperativos que, na ordem jurídica portuguesa, têm consagração jurídico-constitucional e são enunciados no Código Cooperativa. E conclui que o equilíbrio entre o interesse público do Estado ou das autarquias locais e os princípios cooperativos deve, essencialmente, ser objeto da concordância prática de fonte legislativa. O que deve ser um dos propósitos da necessária reforma do regime jurídico das cooperativas de habitação e de construção português.

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HOUSING CO-OPERATIVES IN PORTUGAL. TENSION BETWEEN STIMULUS PROGRAMMES AND COOPERATIVE PRINCIPLES
Portuguese housing and construction co-operatives date back to the 19th century. From the first housing co-operative created in Portugal in 1894 to the present day, statistical data shows moments of expansion and cycles of retraction of this co-operative branch in meeting housing needs. In November 1999, the text of the Preamble to the Legal Framework for Housing and Construction Cooperatives (DL 502/99, of 19 November) listed 495 housing and construction cooperatives. 25 years on, the 2019-2020 Social Economy Satellite Account shows that, while on the one hand co-operatives are, after associations, the most numerous ‘family’ in the social economy, on the other hand the GVA of housing co-operatives decreased in the period between 2019 and 2020. While in 2019 it was 0.3, in 2020 it was 0.1 per cent.
Article 65, 2, d), of the Constitution of the Portuguese Republic (CRP) recognises the role of the cooperative model in meeting housing needs, when it assigns the state the task of ‘encouraging the creation of housing cooperatives, as a suitable measure to ensure the right to housing’. Local authorities – not just the central state – are also called upon to take a variety of measures to promote housing, specifically through measures relating to the occupation, use or transformation of land, as recognised in Article 65, 4, of the CRP. In the model of economic organisation enshrined in the CRP, the state, local authorities and cooperatives work together to satisfy the constitutional right to housing, especially in terms of the right to obtain it, to benefit from it and thus to have access to one of the essential goods for a dignified human life. It is in this dimension that the right to housing is revealed as a social right that implies or requires public policies and, consequently, certain benefits to be provided by the state.

In line with the aim of encouraging construction co-operatives, the Basic Law on Housing guarantees public incentives and support ‘Housing co-operatives whose main purpose is the promotion, construction, acquisition and rental or management of dwellings for affordable housing, as well as their maintenance, repair or rehabilitation, are guaranteed public incentives and support, namely: “a) a tax regime that ensures positive discrimination for their projects; b) Specific incentives; c) Simplification of administrative procedures”. (Art. 55(3) of Law nº. 83/2019 of 3 September). Pursuant to Article 55(4) of the Basic Law on Housing, ‘Municipalities shall encourage the participation of the cooperative sector in housing and urban rehabilitation policy, namely through the transfer of municipal property for affordable housing and tax benefits or other incentives’.

In 2023, Law nº. 56/2023, of 6 October, approved several measures in the housing sector, including the legislative measure called ‘New Generation of Cooperatives for the Promotion of Affordable Housing’. Through this legislative measure, a partnership between the state, local authorities and the cooperative sector, ‘the transfer of public properties is permitted through a protocol between entities in the cooperative sector and the Institute for Housing and Urban Rehabilitation, IP (hereinafter, IHRU), as part of the creation of a set of pilot projects to be included in the New Generation of Cooperativism for the Promotion of Affordable Housing’ (art. 12 of Law nº. 56/2023, of 6 October).

According to the provisions of article 12, no. 6 of Law nº. 56/2023, the ‘New Generation of Cooperativism for the Promotion of Affordable Housing’ is based on the following principles: a) Build from the use of a collectively owned, non-divisible plot or building; b) Be based on a transfer of surface rights of no less than 75 years, after which the plot and building revert to the state; c) Be based on a non-profit economic model; d) Develop projects in an open, democratic and intergenerational way, with a focus on collaborative housing models and shared and/or common organisational spaces; e) Promote innovative and sustainable design and construction models; f) Favour, whenever possible, the smooth mobility of its inhabitants; g) Encourage replicability and collaboration between cooperative projects.’

The ‘New Generation of Cooperatives for the Promotion of Affordable Housing’ is published in a legal-cooperative context that should not be overlooked. The legal framework for housing and construction cooperatives, approved by Decree-Law 502/99 of 19 November, predates the 2015 Cooperative Code and has not been amended by it. The contractual models of partnerships between the state, local authorities and the cooperative sector – namely in the form of transferring municipal land from the private domain to housing and construction cooperatives – impose obligations on the transferee cooperatives which, in some cases, mean significant interference in the autonomy of the cooperative and democratic management by the members.

The aim of this article is to address three research questions: a) What is the legal context of the public policy ‘New Generation of Cooperativism for the Promotion of Affordable Housing’?; b) What the ‘New Generation of Cooperativism for the Promotion of Affordable Housing’ programme?; c) Is the contractual model of partnership between the state, local authorities and the cooperative sector suitable for resolving the tension between the obligations imposed on the cooperative transferring public properties and the cooperative principles of autonomy and management by the members?

The article analyses the conformity of the obligations imposed to the cooperative with the cooperative principles which, in the Portuguese legal system, are enshrined in the Constitution and set out in the Cooperative Code. It concludes that the contractual model of partnership between the state, local authorities and the co-operative sector is not the right instrument to resolve the tension between the obligations imposed on the co-operative transferring public property and the co-operative principles of autonomy and management by the members.

The necessary reform of the Legal Framework for Housing and Construction Co-operatives is the appropriate context for a legislative intervention that, among other things, solves the emerging issues of public promotion of housing and construction cooperatives and preserves the essence of the cooperative identity. The public promotion of housing co-operatives, whether through the transfer of public properties, lines of financing or tax benefits, must not turn the co-operatives supported into dependencies or ‘arms’ of public entities.

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La Ley 13/2013, de 2 de agosto, de fomento de la integración de cooperativas y de otras entidades asociativas de carácter agroalimentario creó la figura de las Entidades Asociativas Prioritarias. Para obtener dicho reconocimiento, las entidades que opten a él, deben ser el resultado de una integración entre cooperativas (y otras entidades) agroalimentarias. Entre dichos procedimientos de integración puede utilizarse la fusión u otros procedimientos de concentración económica que están, en principio, sujetos a las normas de defensa de la competencia. El presente trabajo pretende analizar si las normas de control de concentraciones económicas son aplicables a las cooperativas y, en especial, a las del sector agroalimentario. Para ello, se analizará la normativa de defensa de la competencia nacional y comunitaria y algunas de las resoluciones emitidas por la Comisión Europea y la Comisión Nacional de los Mercados y la Competencia.

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THE CONTROL OF ECONOMIC CONCENTRATIONS OF COOPERATIVES BY COMPETITION LAW. SPECIAL MENTION OF THE AGRI-FOOD SECTOR
Law 13/2013, of 2 August, on the promotion of the integration of cooperatives and other agri-food associative entities (LFIC) created the figure of Priority Associative Entities. In order to obtain this recognition, the entities that apply for it must be the result of an integration between agri-food cooperatives (and other entities). Such integration procedures may include mergers or other economic concentration procedures which are, generally, subject to antitrust rules. This paper aims to analyse whether merger control rules are applicable to cooperatives and, in particular, those in the agri-food sector. To this end, it will be analysed the national and EU antitrust rules and some of the resolutions issued by the European Commission and the National Commission on Markets and Competition.

The competition system ensures the proper functioning of the market by combating practices that restrict competition, preventively controlling structural changes resulting from business concentrations and influencing the actions of the public sector. Both EU and Spanish competition law have a broad subjective scope of application. With regard to economic concentrations, which, as we shall see, are not in principle prohibited but must be subject to control by the competition authorities, the regulatory rules are aimed at companies. Traditionally, the targets of some rules and others have been differentiated according to the different behaviours regulated: in collusive practices and abuse of a dominant position, the rules are aimed at companies, while in state aid, the recipients are public authorities, i.e. states. The ECJ has broadly defined the concept of “company” to include any natural or legal person engaged in economic or commercial activities, including, for example, commercial or civil companies, professional associations, cooperatives, individual traders and public companies.

Cooperatives, as economic operators, are subject to competition law. The Court of First Instance itself established the rule that cooperatives must be treated in the same way as other companies. One of the cooperative principles is that of inter-cooperation, understood in a broad sense that encompasses various phenomena of integration, concentration or collaboration such as mergers, second tier cooperatives, groups or collaboration agreements. The problem arises insofar as these phenomena may infringe competition regulations or be subject to merger control procedures, making it essential to categorise them correctly. In the control of economic concentrations, the special characteristics of cooperatives will have no bearing on the application of competition law. The merger itself is a means of integration that involves the loss of autonomy and democratic management, essential principles of cooperativism, but it does not present any special features worthy of protection that should be considered by competition law. Even second tier cooperatives have also been analysed as integration operations.

However, in cases of “collaborative” mergers whose object or effect is to coordinate the behaviour of cooperatives that remain independent, and which must be analysed in accordance with Articles 1 and 2 of the Spanish Competition Act or Articles 101 and 102 TFEU on collusive practices or abuse of a dominant position, the cooperative speciality must be taken into account, as in any collusive practice involving cooperatives as market operators.

European competition law governs all economic activities covered by the Treaty on the Functioning of the European Union (TFEU) and the Spanish Competition Act. However, in certain sectors, such as agriculture, transport, banking and insurance, its full application has been called into question. According to Article 42.1 TFEU, competition rules apply to the production of and trade in agricultural products only to the extent determined by the European Parliament and the Council, within the framework of the provisions and in accordance with the procedure laid down in Article 43(2), taking into account the objectives set out in Article 39. Specifically, Article 42.1 TFEU is implemented by the aforementioned Regulation (EU) No 1308/2013 of the European Parliament and of the Council of 17 December 2013 establishing a common organisation of the markets in agricultural products and Regulation (EC) No 1184/2006 of 24 July 2006 applying certain rules on competition to the production of and trade in agricultural products. Both regulations (Article 206 of Regulation 1308/2013 and Article 1 of Regulation 1184/2006) declare the rules of Articles 101 to 106 TFEU and the Community Merger Regulation (Regulation 139/2004) applicable to all agreements, decisions and practices relating to the production and marketing of products, unless otherwise provided for in the regulations themselves. No exceptions may be applied in the case of the prohibition of abuse of a dominant position (Article 102 TFEU). However, certain exceptions may be applied to the application of Article 101(1) TFEU.

Despite this, both the EU and national authorities maintain the benefits of applying competition rules uniformly to all sectors, which is reflected both in the high number of proceedings for anti-competitive practices or merger control that have taken place in the most varied markets of the agri-food sector and in the reports issued by these authorities on the regulations and the sector in general. In any case, the controversy has revolved around collusive practices, but not around abuse of a dominant position or merger control or any other competition rules.

Concerned about the situation in the sector, our legislature approved the LFIC and Law 12/2013 of 2 August on measures to improve the functioning of the food chain. The Spanish production sector is characterised by its fragmentation, which greatly reduces its bargaining power vis-à-vis industry and large-scale distribution. Added to this is the low price elasticity of basic or essential products, the fact that the products are fresh and perishable, sales practices involving losses, and the heterogeneity between subsectors, some of which have higher commercial margins and final prices than others, etc.

The debate focuses mainly on whether producers’ incomes should be guaranteed by regulation through public intervention mechanisms or agreements between operators, such as prohibiting sales at a loss, setting minimum prices or setting reference indices. The national competition authority considered that the exemption of the agricultural sector from competition rules is not justified. Public intervention aimed at exempting an economic activity from competition rules can only be justified when it is necessary to correct inefficiencies inherent in the functioning of that sector, known as ‘market failures’, or to ensure the achievement of other objectives of public interest. But these market failures are not present in the agricultural sector to an extent that prevents the functioning of free competition. Also, it is highly questionable that changing competition rules to allow conduct that is detrimental to competition can solve the structural problems of the sector. There are other instruments available to public authorities and private operators that they can use to solve these problems without contravening competition law, allowing the sector to be reorganised in order to increase the efficiency and added value of products, such as through measures to encourage larger producers.

In view of the above, there is no doubt that agri-food cooperatives are subject to competition rules and, in particular, without exception, to rules on the control of economic concentrations. The paper will examine the merger control procedure and some merger cases involving cooperatives in the agri-food sector.