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-{{a|devil|}}In a formal legal context, the [[ontology|ontological]] fiction by which a [[corporate personality]] is distinct from the persons owning and running it.
+{{a|devil|[[File:Veil.jpg|450px|thumb|center|Beneath the veil, yesterday]]}}In a formal legal context, the [[ontology|ontological]] fiction by which a [[corporate personality]] is distinct from those ''owning'' it — [[shareholder]]s — and those ''running'' it — [[employee]]s.
-This is all great japes if your taste runs to jurisprudential conundrums.
+This is all great japes if your taste runs to jurisprudential conundrums.
+===[[Shareholder]]s===
+In law a [[corporation]] is, literally, a different [[Corporate personality|person]] from its [[shareholder]]s. Even if it only has ''one''.
+It is not true that the company’s [[shareholder]]s “beneficially” own the company’s assets: that is to confuse the [[Companies Act 2006 (UK)|statutory regime governing corporations]] and the [[Law of equity|equitable]] one governing ''[[trust]]s''. A [[shareholder]] — even  ''sole'' [[shareholder]] — owns, legally and [[Beneficial ownership|beneficial]]ly, the shares in the company. The company, legally and beneficially, owns its ''own'' assets. A 100% shareholding is not the same, even economically, as [[beneficial ownership|“beneficial” ownership]] of those assets, since the company’s creditors get first claim to their value should the company be unable to pay its debts.
+===The [[employees]] and the [[agency problem]]===
+In the dimly-lit salons of [[financial services]], it often presents in a different way: between ''what your employees know'' and ''what your systems know''; and in the misshapen grotesque of the [[agency problem]]. Both ultimately come down to the same point: when you judge the relative effect of the personalities that buffet the modern corporation; that propel it and give it an apparent direction — its own, its shareholders, and those of its directors, officers, employees and agents — the personality most weakly in command of the bus is that of ''the legal entity itself''. Every other personality, notwithstanding how crippled it may be by human motivations, proclivities, foibles and flaws, is at least ''animate''. A [[corporation]], ''in and of itself'', is a dematerialised stack of papers in a corporate registry somewhere. It is ''inert''.
 ===[[Meatware]] versus bookware===
-In the dimly-lit salons of financial services, it presents itself in a different way: the difference between ''what your employees know'' and ''what your systems know''.
+Here, the [[legal entity]], sitting primly behind its [[Corporate veil|veil]], is [[Short an option|short a rather ugly option]]; one which tries the patience of [[legal eagles]] — who will have to row it back when, as inevitably it will, everything goes Pete Tong — and of [[salespeople]] and other [[risk controller]]s, who will find the [[legal department]]’s craven ''softness'' when challenged utterly confounding.
-Here, the [[legal entity]], sitting primly behind its [[corporate veil|tulle veil]], is [[Short an option|short a rather ugly option]]; one which tries the patience of [[legal eagles]] — who will have to row it back when, as inevitably it will, everything goes Pete Tong — and of [[salespeople]] and other [[risk controller]]s, who will find the [[legal department]]’s craven ''softness'' when challenged utterly confounding.
 ''Why is it that legal contracts never do what they’re meant to when you need them?''
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 The [[verbiage]], on the other hand — when you can find it — will be shot through with ambiguities, caveats and concessions some put-upon [[negotiator]] made to avoid [[I’m not going to die in a ditch about it|dying in a ditch about them]] and, in any case, will lose in any argument between subsequent conversations and the written record.<ref>This is a dark inversion of the [[canon of interpretation]]: “Speciali generalibus non derogant”</ref>
-So here is the thing: you have the ''social organism'' that is a multinational financial services firm that bumps around the market ecosystem like an ineffable, shape-shifting,our-of control dirigible — this is the huge collection of employees, consultants, contractors with whom you interact each day - the ''[[meatware]]'' — and you have the convoluted array of electronic [[books and records]] that ''represent'' that firm in the opinion of its risk controllers, management and the wider market — comprising its client static data, trading systems, executed document repositories, accounts, margin systems and accounting treatments.
+So here is the thing: you have the ''social organism'' that is a multinational financial services firm, and which bumps around the market ecosystem like an ineffable, shape-shifting, out-of control dirigible — this is the huge collection of employees, consultants, contractors with whom you interact each day — the “[[meatware]]” — and you have the convoluted array of electronic [[books and records]] that ''represent'' that firm in the opinion of its [[risk controller]]s, management and the wider market — comprising its client static data, trading systems, executed document repositories, accounts, margin systems and accounting treatments.
-These two things are very different, and the risk between them is asymmetrical: Any accommodation granted by the social organisation to the outside world is, to all intents, binding — either through ostensible authority, but more realistically because the [[commercial imperative]] so dictates — ''whether or not that accommodation makes its way into the firm’s [[books and records]]''. But a benefit — an accommodation granted ''to'' the firm ''by'' the outside world — that does not make it into the firm’s books and records — for that one gets no credit, and nor — when the client in question asks [[who’s queen]]? — should anyone expect it.
+These things are very different, and the risk between them is asymmetrical: Any accommodation granted by the social organisation to the outside world is, to all intents, binding — either through ostensible authority, but more realistically because the [[commercial imperative]] so dictates — ''whether or not that accommodation makes its way into the firm’s [[books and records]]''. But a benefit — an accommodation granted ''to'' the firm ''by'' the outside world — that does not make it into the firm’s books and records — for that one gets no credit, and nor — when the client in question asks [[who’s queen]]? — should anyone expect it.
+===The [[agency problem]]===
+This is really a special case of the wider existential paradox every corporate body confronts, which we discuss in greater detail [[agency problem|here]].
 {{sa}}
+*[[Agency problem]]
 *For some crazy law chat on the historical concept of the [[corporate veil]], see {{casenote|Salomon|Salomon & Co Ltd}}
+*[[Signing authority]]
+{{Ref}}