As a preamble: JG, don't read this





Just a couple of questions I'd probably know the answers to if I'd gone to business school:

I was flipping through Corporate Shadowfiles, and it says that the board of directors is elected at the annual shareholders' meeting. How exactly does that work? Are seperate elections held for each seat? Is it something like "everyone cast your vote, and the top 13 vote-getters get to be on the board?" "Everyone vote for 13 people?" Basically, I'm looking into a situation where one faction will have roughly 50-60% of the shares of a company, and knowing how that affects the 13 member board will be crucial to the run. Will they end up with all the seats on the board, or just about 7 or 8 of them, or is it still possible for other factions to still end up with a majority somehow?

Also, how is the chair of this Board elected? Is that a seperate election that occurs at the annual meeting, or do the board members select a chair? If so, does it need to be from among themselves?

Third, is there a meaningful difference between a corp's CEO and it's president? If so, how is each selected? Shadowfiles says the "CEO/President" is selected by the board, but in real life I know there are examples of people (Eisner) being ousted from one position, but not the other, and I'm wondering how/why this happens. Is "president" just a term used to denote the chairman of the board of directors? Because some of the shadowtalk seems to contradict that.

I've dealt a lot with parliamentary procedure, having served as a parliamentarian to a body, as well as multiple bylaws-interpreting positions and chairing internal operations committees (one might say I'm a "Parli Pro," though if any of you laugh at my parliamentarian humor, you're unsalvagable dorks), but this stuff has me really confused. I think I've got the makings of an incredibly arcane run in mind, that will actually challenge the players with something that their near-unstoppable guns and mana spells can't solve, thus forcing them to actually role-play again (which they're not bad at, they just stopped when they reached the level where combat was easier), but I need to get these important specifics straightened out.

Please note that I do not own Corporate Shadowfiles, but here's what I can remember:

The CEO, is the Chief Operating Officer of a company and is in charge of the strategy and direction the company will take. The president is something below that, and not really as important (think of him as top management just below the CEO).

IIRC if someone owns over 50% of a company they can pretty much appoint any board member they want. So as far as I know they would control the board, and appoint whoever they wanted. Board disputes arise when there is more than one major shareholder, then IIRC there is a vote where all the shareholder then vote to see what happens.

It is also important to note that some companies might have bilaws and the such that might affect how these things are done. Unfortunately I am too lazy to go through my old college books to confirm all this info. Hope this helps.

As far as I know, it's never really specified if the Corporate Court has laws dictating a certain process for electing the board of directors for corporations. Right now, various states have laws that effect the corporations incorporated in that state. Some stricter than others. Different nations have different laws too.

Many corporations do not recycle their entire Board of Directors at once, just because it can cause a really sharp change in direction in the corporation to have every spot put up for vote at once. Some do a voting process where 1/3 of the board seats are voted on each year, or something similar. In many cases, shareholders can nominate people, and the most nominated names then go up for vote, and the shareholders vote at the shareholders' meeting.

If one voting bloc controls 50-60% of the votes, they'll likely be able to get anyone they want up on the nominations list, and will have enough votes to probably get most, if not all, of those people in. Depends on how many spots are up for vote in that given year, and how the votes are handled. Some companies have you do a vote where you rank all the people nominated. Other companies, you can only place one vote for one candidate per share, so the 50% shares would have to be split if you want 4 different people to get in.

I'm not aware if the game has ever said that the Corporate Court imposes one specific system. If they don't, it could vary from one corporation to another.

I've served as secretary on a couple of smalll boards and I would suspect that the classic corporate bylaws system would serve as a good basis for Shadowrun.

As Demonseed Elite mentioned, most corporate entities stagger the terms of Board members more or less evenly over 2 or even 3 years to maintain corporate memory and stability. This means that every year from one-third to one-half of Board seats will be up for nomination or election during the General Assembly (depending on whether there's a majority shareholder or not). Holding an annual General Assembly is mandatory for most corporations, usually within X months of the release of financial statements for the last fiscal period. That's when the annual report is presented, some decisions are put to a shareholders' vote (including any major changes to corporate bylaws) and Board members are elected.

Elections on large, prestigious boards can entail weeks of prior "campaigning" by candidates who try to woo shareholders and want to lock in as much of the proxy vote as possible, since those are less likely to change at the last minute or during the general assembly - think of proxy votes as a bit like advance / overseas votes in a national election.

In the classic corporate system, after all vacancies have been filled, Board members must decide amongst themselves who will be the officers - President, Vice-President, Secretary, Treasurer, etc.. This is often done at the first Board meeting following the General Assembly (although some corporations settle the issue immediately after the General Assembly or before it even ends), and is the cause for much behind-the-scenes negotiations and power plays.

Another interesting feature is (hope I translate this into English properly) the co-opted Board member, an outside expert chosen by the Board without any consultation or recourse from shareholders, typically to bring in experience the other members lack. That can result in all sorts of people ending up on a Board.

Generally, the President is responsible for leading the Board in overseeing the long-term, strategic goals of a corporation. The CEO is technically the Board's nominee and as such oversees daily (or at least short-term), more tactical aspects of business. The two roles can be easily combined (leading to having just a "President", as with many small outfits) but the rationale for separating them is that it creates more checks and balances to avoid having the small (absent) shareholders getting ripped off - or at least not as often. If a President / CEO can't unite the factions anymore or becomes controversial, he/she might be booted out entirely or, if there's some support left, lose one position and retain the other as a compromise solution. This could be common in the case of a CEO who has a good chunk of the voting shares, but not quite enough.

As Artemus points out, specific company bylaws might result in drastic changes to the classic system, which gives you a lot of leeway in designing your run. National regulations wouldn't apply to extra-territorial megacorps, but anything below that would probably be subject to rules on the holding of the General Assembly, the rights of minority shareholders, etc..