Corporate veil: Difference between revisions

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For it is all very well crafting elegant [[disclaimer]]s, [[exclusion]]s, and restrictions on [[liability]], but all of this amounts to a small heap of potatoes if in the intervening period, your [[salespeople]], in their priapic enthusiasm, have promised the known world to their clients, in direct contradiction to your legal figures. Be assured: what your clients will remember will be not the dusty syntactical contortions you buried in a master agreement 15 years ago, but the vibrant — often lurid —assurances your [[salespeople]] made to them over a few glasses of ''Château de Chasselas''<ref>Passable, very passable.</ref> during the interval of a rousing presentation by ''Cirque du Soleil''.<ref>God rest its merry soul.</ref> They will recall these in cinematic detail. 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 dying in a ditch about them and, in any case, will lose in any argument between subsequent conversations and the written record.
For it is all very well crafting elegant [[disclaimer]]s, [[exclusion]]s, and restrictions on [[liability]], but all of this amounts to a small heap of potatoes if in the intervening period, your [[salespeople]], in their priapic enthusiasm, have promised the known world to their clients, in direct contradiction to your legal figures. Be assured: what your clients will remember will be not the dusty syntactical contortions you buried in a master agreement 15 years ago, but the vibrant — often lurid —assurances your [[salespeople]] made to them over a few glasses of ''Château de Chasselas''<ref>Passable, very passable.</ref> during the interval of a rousing presentation by ''Cirque du Soleil''.<ref>God rest its merry soul.</ref> They will recall these in cinematic detail. 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 dying in a ditch about them and, in any case, will lose in any argument between subsequent conversations and the written record.


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 — and you have the convoluted array of electronic books and records that represent that firm in the opinion of its risk controllers and upper management — 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 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.
 
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 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 is meaningless.




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*For some crazy law chat on the historical concept of the [[corporate veil]], see {{casenote|Salomon|Salomon & Co Ltd}}
*For some crazy law chat on the historical concept of the [[corporate veil]], see {{casenote|Salomon|Salomon & Co Ltd}}