Ok, so here's the essentials.


I have a corporation that we're going to call:

Black Applied Technologies

BAT is a A/AA Corporation. BAT started out as a financial company called BB&F Financial Group, started by Ryan Black, Martin Broad and Mathew Freeborn in the early 2030's. Over time R.Black the primary shareholder of the group brought in further partnership with his brother Warren Black's Chemical Manufacturing Company which held several large manufacturing plants through the eastern Seaboard. Overtime the two of them (now controlling over 70% of BBB&F). The company expanded using it's financial assets to aquire other companies. Especially helpful during this time was a company that had never quite recovered from it's plummet during the Nanosecond Buyout, a French based arms company called Corsair Advanced Systems. CAS primarily operated in high tech infantry gear, armors and arms. At this time CAS was struggling, and with excellent management from M.Freeborn who seemed born to be an Arms Czar the company succeeded in a massive turn around despite the lessened fighting of the Eurowars, managing to turn massive profits from several key contracts in the Balkan states.

The company continued to expand until the mid 40's, when two of the partners, M.Broad and W. Black died in a terrorist attack in Bangkok. At this time R.Black was aging, and M.Freeborn was near paralyzed from a crippling blast taken during a plant malfunction while on inspection. At this time, R.Black's grandson, took over the companies operations, controlling ~50% of the stock. Alexis Freeborn inherited another ~17% of the stock, and Riley Broad had a ~12% interest in the company. (I suppose I should note that some voting stock was released for sale at large in order to generate capital, and Alexander Black inherited both his father and uncles shares in BAT - and proceeded to rename the company to it's current name.) Enter the early 2050's and BAT is still holding water. Although not expanding at it's earlier rates of growth due to having to fend off takeover attempts on some of it's greatest assets, growth was still there, though more focused on the companies earlier trends of financial investment in corporations rather then wholesale takeovers.


This backstory while windy leads to my actual question. (See I got to it finally).


If BAT were to aquire say a ~20% share (and Board Seat) in a company we'll call: Polaris* Matrix Security Systems**, how would they be represented on the board assuming they didn't want to proxy their vote. Would they place an Executive VP type as the board member, or would one of the controlling partners take the seat. Keep in mind that PMSS is rather small fries in the larger scheme of BAT's corporate web though a significant purchase and BAT is a rather hands on financial invester. Just wondering how a company like BAT might represent it's interest in PMSS.


*Polaris: Named as a slight nod to Polaris who I admit my utter rudeness to in past posts. Sorta a tribute to say I apologize for horrid behaviour.

**PMSS: Having interests in both programming security features for corporate host systems and maintaining them (including security deckers). Further note to the above, BAT aquired interest in PMSS with the intent of using them as the corporations matrix security provider.


Final Note: If there is any interest, I can provide a greater picture of BAT (and possibly other corporations if people wish) as a Corporate Entity.

There's one interesting thing IRL that is completely overlooked in Shadowrun. For a corporation, you actually have two separate bodies: the Shareholder General Assembly and the Board of Directors. IIRC

The Shareholders General Assembly occur at least once per year (that's the Ordinary session, short after the results) with possible extraordinary session (usually when things goes bad). The main power of this assembly is to elect the Board of Directors. vote in the assembly are made at the pro-rata of the shares owned. With 20% of the voting stock, your vote weight 20%.

The Board of Directors runs the company for the rest of the year. For those day-to-day decision (meeting are once per week more probably), it's one seat - one vote. One can have 40% of the stock in its pocket, his vote doesn't weight more than his neighbour with one share, at least in the maths. Influence and powerplay are another thing. And (at least in the French laws I know of), one entity can only have one seat. Corporate moguls usually solve that issue by giving their wife, children or parents, or a holding company shares to allow them to enter the Board. You usualy need to own only a share to be eligible to the board by the assembly (and getting elected is easy when your father/husband/sons can give you 20% of the vote).

In France, Board also includes representatives (often tied to labor unions) elected by the personnel (I should know, my father is one of those). Another item of French laws prevent corporations from sitting on a board as a legal entity: a representative can take the seat for them, but he is personally liable for any decision he would take on the board, not the corp (so yes, on the board, corp on the board are forced to have a proxy, even if it's an employee). And there are limits to the number of seats in different companies you can have.
But I can't tell if those situation exists elsewhere, and if it would stay like that until 2063.

To go back to your question, it depends on the relative sizes of both company but in the end, there's no absolute rules. To establish cordial relations with Polaris (if you want them as a security provider), you'd better send somebody with a least some power inside BAT. Else they'll feel neglected. But in corporate circles, an Executive VP or the "International Frustuck Director" is largely enough as a mark of consideration. You could also have a former executive who wanted to step down with a more calm job. That kind of people often sits on several different boards. A lot of RL corporate sites gives the details and bio of their board members.

Thanks, that was something I really didn't know at all, thought I always assumed that from the way the book discussed various things in the sourcebooks that stock percentages directly equaled voting power and board seats.

For refrences, I was always going by the Ares board where you had Knight and Aurelius vying for control on proxy shares. Just always seemed that if you got down to the one vote per person on the board they'd be more evenly matched in controlling the company.

Also look at Miles Lanier who automatically got a board seat because of his stock's in Renraku (I believe it was Renraku)...



Is there any other experts on the board who can give further information on on how companies are ran from the top? It would definitely be interesting to learn more. One of my favorite parts of Shadowrun as a GM has always been designing corporations. It seems the more I think about the more detailed I wish to get and while I could probably bullshit my players, I'd much rather have actual details to bullshit y'know?

I have been searching for some time an online source that would help explaining this. It doesn't help that things may vary from one country or state to another (not to mention sixty years away). With a bit of googling, you can still take a look at the details of the Delaware laws (subchapter 7 is interesting too) if you can bear legal jargon. In comparison to the French laws I know, there are a lot mroe relaxed (you can have a one member board, no need to be shareholder unlike what I indicated above...). Additionally, each corporation can have specific terms written in its "Bylaws" (I'm not sure but it seems that the Board election process in particular, is specific to each company).

As for the seats automatically granted in Dunkelzahn's Will, there's one in Renraku and one in Aztechnology. Again, in the French laws (sorry...), it can be easily achived if the share are owned by a holding corporation. The corporation can have a seat as a shareholder but is forced to grant it to an individual 'physical' representative. It just require some paper to make someone the owner of the company and its representative on the board (actually, the new owner can decide pretty much who he want as a representive if he doesn't want to do it).

Ares internal feud is a little bit more complex to imagine. You can't make a quick coup d'etat instantly by acquiring proxy right. You need to wait or to call a shareholders assembly to demote directors or foil their reelection. When the assembly is over and until the next one, you're stuck with the one seat-one vote board.


BTW, for the French subsidiary it would rather be Corsaire: the pirate type is written with that -e- in French, and company name finishing in -air are very often airlines. Actually there is a "Corsair" airline in activities nowadays. The full name in French would give "Corsaire Systèmes Avancés".

I'd say something along the lines of this:

Cor- as in chorus
-saire as in servant

Syst- as in sister
-èmes as in emerald

And very approximately...
Avanc- as in Advance (without the -d-)
-és as hey (I can only think of Hendrix singing "Hey Joe" for a close sound...)


As for your question, there are two distinct things (all here only IIRC):

- To vote at the shareholders assembly (and elect board members), you need to send either someone with proxy rights or someone entitled to act in the name of BAT. Usually, that's the case of board members, chief officers and (vice)-presidents (but not of shareholders, unless they hold one of these aforementionned positions). IIRC, anybody else, even if he's a faithfull employee of BAT, will need a proxy right of some sort to do so (that's true for many other domain: only the directors, president and chief officers can "speak for the corp" in all circunstance).

- To be a board member, there are no requirements. If BAT, as a corporation, wins a seat, it gives the name of a person and, assuming that person accepts and he's okay with law, he becomes a full-fledged board member of PPMS. That person can be a VP, a director, an employee, a shareholder, a retired employee (that's fairly common to have retired VP sitting for your shares in other company), or anybody else on Earth, he will have all the power of a PPMS board member. Tht can be the same one that vote for your shares during assembly. BAT can at anytime replaces him and gives a new name for a board member.

Also, if BAT picked one of its employee to sit on Polaris board, and later fires that employee, he stays a Polaris' board member with all his powers until BAT notify Polaris that they take a new person to represent them on the board. You just have to say who will represent you. The why of your choose (the fact that he is an employee of BAT) has no legal value, and so do it when it ceases.

Also, the choice of 'who' to send to the board can say a lot to both the new and the 'old' cop about how important something is. Quite often, higher up in a company will have a group of 'button men' that they personally trust, and one of these guys, despite what his actual position in the 'old' corp is, might end up the the job. If one of the 'chief button men' is sent to sit on the board then you can be sure that the director has a lot of interest in what is going on.

Think of it sort of like appointing an ambassador, who can get you into all sorts of trouble. If it's say, ambassador to Liberia, you might not be too picky.