Corporate Contracts in the Far-Off Future Dystopia

The Shadowrunners quote a 40,000 Nuyen price for the job to the corporate middle manager.

In the grand scheme of corporate accounting, this is not nothing.  One the one hand, it’s more than a new box of Bics for the lady in Marketing, a cost folded under some higher level “pens” category on the general ledger.  But, it’s also not a new private jet, either, a cost that requires some moderate explaining and perhaps a two-level sign-off.  It’s an average, every day, mid-level cost for formal professional services.

How does the middle manager report Shadowrunner services to Accounts Payable?

Financing Fantasy Murder Hobos

In the times of yore, before corporate accounting, or corporations, or even, to an arguable extent, nation-states, funding Murder Hobos was a straight forward business.  The local Lord looked at his bandit problem.  His choices for raising the money to cover Murder Hobo funding were:

• Move around a few cushions and pick up the loose change;
• Tax the local peasants until the money appeared. Perhaps, have loyalist thugs beat the cash out of people on market day (that’s always fun);
• Take out a small loan from the Transmuter Bankers – a loan with little actual paperwork;
• Make a pact with a dark God or other dark Sorcerers and pay Noble blood for a few coins;
• Ignore the problem until the locals stepped up to paid;
• Get the King involved and make killing bandits a National Issue.

All fine options.

Murder Hobo payment was generally a local government problem with local government solutions. A rich non-noble might cover costs if it impacted him – bandits keep stealing his sheep; bandits stole his daughter. Or, if the local landowners ignored the problem long enough, the locals rose to the occasion.

It was rarely, though, an issue of paperwork. Sure, if the Murder Hobos went on a rampage, burned down the countryside, murdered the cows, and took up banditry in the ex-bandit’s place, someone might file a brief in the local circuit court.  Barristers may arrive in some dusty great hall and argue.  Someone may insist there ought to be some law. No one would be quite sure who would write the law, or enforce it. But, they’d be quite certain someone should make one.

The most likely solutions to a Murder Hobo professional services engagement gone horrifically awry was to buy fresh and  different Murder Hobos.  The local Lord would follow the six points, above.  The town would dispatch Murder Hobos to fight their previous Murder Hobos.  Those new Murder Hobos would supplant the earlier Murder Hobos as the new bandits.

It’s annoying to fund a Murder Hobo treadmill but do-able from the Local Lord’s point of view. The peasants always have money. They can always pay more ridiculous taxes. The Lord can always buy more Murder Hobos.  As long as he provided proof “upstairs” of his efforts to maintain peace within the realm, the Lord was good.

(Should the local lord take out loans to cover his banditry-expunging expenses, it behooved the Transmuter Bankers to offer a side Murder Hobo supply business along with their loans at a premium service. Although, they make no contractual guarantees on said Murder Hobo alignment.  One needed to engage the local church, monastery, or world-spanning crushing religious force bent on world domination to receive iron-clad Murder Hobo alignment guarantees. Even then, with a lack of strong courts, these were hardly enforceable.)

The local Lord’s money and expenditures were accountable only to himself.  As long as he could cover his tax obligations to his Lord, he doesn’t need to maintain any paperwork.  And besides, he might not even be literate.

But that was the past.  The future is a bit more complex.

Modern Mercenaries

In the present, corporations make war on one another via lawyers and courts.

The present provides a strong nation-state, functional federal and local governments, a coherent body of law, and standing security forces.  It’s safer, cheaper, and saner to enact violence across multiple large, organized bodies via vast sums of money and lawsuits than with guns. Guns tend to get corporations in trouble. Society considers armies of heavily “armed” corporate lawyers a societal necessity.

Corporations protect themselves from  their rival corporations with a web of sticky corporate paperwork, general ledgers, tightened budgetary restrictions, state and local tax breaks, and legal merchant service agreements. Rarely do corporations resort to guns to perform the sort of violence Murder Hobos or Shadowrunners provide for a service and a fee. Strong social and political systems provide the incentives to remove actual physical violence while still leaving avenues to make all sorts of super fun chaotic mischief on the bandits in the hinterlands.

A giant, multinational corporation rarely resorts to hiring mercenaries unless…

• The corporation itself cannot take advantage of the social structures provided by the functioning and healthy nation-state (ie, the corporation itself is in an illegal business like drug cartels or Pirate pop-up Trade Joe’s);
• The corporation wishes to attain something from a failed nation-state without the necessary structures to wage war its preferred method (ie, armies of lawyers and legal action);
• The corporation is a front for government-backed black ops with a mission to save the world from Cthulhoid creatures pouring through portals opened by a rogue scientist. They staff Accounts Payable and Accounts Receivable Departments with secret agents. Although, government-backed black ops also has a byzantine and paper-ridden procurement process for Murder Hobo purchases;
• The corporation is fighting patent trolls.

Violence makes things messy and inconvenient.  Corporations like things neat and convenient.  And bureaucratic.

But should the corporation, for whatever reason, require the need to retain literal hired guns, they’re prepared. Corporations have at their fingertips the required legal language and accounting structures to buy necessary services and ensure a legal out on failure.  For example, should the Murder Hobos fail to carry through their obligated services – they take over for the bandits, say, instead of murdering them – the corporation has legal recourse.  And the courts love corporations.

That’s at the moment, though.  The dystopian future assumes the functioning federal and local governments, coherent bodies of law, and standing societal protection forces are things of the past.

Corporate Indemnification during the End Times

This is back to the Shadowrunners quoting a price for the 40K Nuyen for the deal. The middle manager tugs a bit on his collar.

Shadowrunners are a product of the breakdown of the societal incentives that made armies of highly-priced corporate lawyers attractive. With national security services dissolving, the Corporation assumed the mantle as society’s core structure. Corporations found it more cost-effective over the long-term to blow up their rivals and steal their secret plans with guns instead of protracted legal battles over patent supremacy.  The corporation outsourced its legal needs to small bands of Murder Hobo mercenaries with guns.

Even though the actual body is dead, the undead corporate muscles still twitch when prodded with electrical shocks.  Sometime in the past, the body went through rigor mortis paralysis. Now, it’s soft and squishy and decomposing into a bacterial slurry on an infinite time scale.  The corporation still must protect itself from the depredations of failed professional services contracts.  One bad contract and they have a bigger mess than where they started.

The corporation invokes legal paperwork and lawyers anyway to move the levers of the failed nation-state. It protects itself should Shadowrunners fail in some televised way.  It’s what the corporation knows how to do.  The undead body goes through the motions.

The middle manager tells the Shadowrunners they must sign an NDA before he can discuss the job further.

Who the Shadowrunners will tell is a bit of a mystery but the middle manager insists. Doing a job for the corporation requires utmost secrecy. Should word leak out on the Matrix, the corporation requires access to legal recourse.  In what court,who knows.  But they have a good legal department, the middle manager insists.

The middle manager also pushes the Shadowrunners to review the non-disclosure agreement with their legal counsel. But this, the middle manager insists, is simply the paperwork to hear the details of the deal.  This is not even the deal itself.

Much like requiring street docs, Shadowrunners need street lawyers.  Fast, gun-slinging pirates of the last remaining shreds of the legal systems, these legal sharks provide necessary services the tools of violence. They close deals with twitchy corporate accounting systems.  They manage the levels of legal competence in different failed nation states, knowing who to bribe, or when to use a court, or when to try to employ violence.  And they charge a hefty percentage of the runs to ensure the paperwork is all in order.  They speak the undead language of corporations in a way street sams and physical adepts do not.

The Shadowrunners take the NDA to the street lawyer.  He’s a mafia-like presence with his own Shadowrunner body guards – all with completely enforceable employment contracts.

When the middle manager rolls out the merchant services agreement (MSA) at the second meeting, the Shadowrunners get into potential legal trouble.  The corporation wants to employ the Shadowrunners as professional services but they require the Shadowrunners to first properly register as a limited liability corporation with verifiable bank accounts in the nation-state where they operate. All this to protect the core corporate interests. Again, the street lawyer knows how to fake up all the requisites.

Then, the middle manager wants them to sign an indemnification clause.

The corporation’s legal counsel is an undead organism but it still remembers how to protect the host.  The clause states, in all caps, and in a thicket of legalese, that should the Shadowrunners incur any costs that blow back on the corporation, the Shadowrunners assume all those costs for future liability, destruction or loss.  This, the middle manager explains, is the only way the corporation does business. Otherwise it would bankrupt itself on Shadowrunners and mayhem and failed die rolls.

The Shadowrunner’s street lawyer, one of the few true winners in this broken and violent world, happily mangles the language. He twists it to the Shadowrunner’s advantage for a 15% total run fee to satisfy this legally unenforceable contract.  But at least the Shadowrunners get a job. It’s either this or violent military mercenary work for some other failed nation-state.

The corporation will enforce broken contracts with their own security services.  It says it right there, in legalize, in the fine print, on the 4th page of the MSA.

In the darkest of bleak dystopias, when bureaucracy is the only way the body can protect itself from the inherent violence outside, the corporation uses the EULA as its favorite weapon. And, it is willing to back it up with corporate violence.  The street lawyer slips language into the agreement and commits low-level violence in return.

And then, the middle manager requires an order form for the 40K Nuyen with itemized services.  For Accounts Receivable, of course. The middle manager informs the Shadowrunners the corporation will front the first 10% (4K Nuyen) and then the other 90% on services rendered.  As per the agreement, the corporation will report all required taxes to the greedy and money hungry failed nation-state.  Thus, why they need the Shadowrunners to have an LLC.  Even if the middle manager transfers the other 36K Nuyen post-run in a beaten-down leather attaché case.

There’s a budging issue back at corporate, of course.  The line item in the budget is professional services- 40K Nuyen less fees.  No one bothers to elaborate. The corporation knows it’s outsourcing its legal needs to guns. But, there’s no reason to encode that in the general ledger.  Accounting wants full double signoff and justification for all contracts. They don’t much care why. They want to exercise levers of control.

On a closer examination, the bulk of the spend in the budget this quarter goes to corporate security services.  They’re enforcing broken professional services contracts.  From outsourced legal counsel. Performing violence on corporate rivals. In the form of Shadowrunners.

In this bleak dystopian world, accounting payable has all the power in the relationship. If the paperwork isn’t in order and all contracts aren’t properly countersigned, the corporation will not release the funds to pay the Shadowrunners. And when the Shadowrunners screw up, hey, the corporation will pillage the marketing budget for the new version of Nuka-Cola to ensure those contracts are rigorously, and fatally, enforced.

Image Credit: Art by Jaydot Sloane of Vanity Games – http://www.patreon.com/VanityGames