The next morning, there were a dozen protestors kneeling outside the bank. They covered themselves with dirt and dung, crying that they had been robbed. They had been ruined. The bank did it to them. The Xia Bank did this to them. Their voices were harsh, piercing. The guards wanted to run them off, but the crowd was watching. The Throng was watching. Traffic slowed to a crawl in front of the bank, as people started rubbernecking. A couple of people stepped out from the crowd to help direct traffic. Another brought a fresh load of dung to the protestors, to keep the protest going. Steam rose from the fresh dung, as the protestors humbled themselves. It was bitterly cold out.
Xiatoktok was back in the office. His head hurt, and his vision was a little blurred. The carefully tuned light cores seemed too bright. It didn’t matter. Surviving the day mattered. And the Chanticleers were coming.
“Not an auspicious start to the day, is it?” Xiatampan asked without even false sympathy. The Voices of Reason had gotten to him before the Chanticleers.
“If we are resorting to reading omens, what hope is there for the Xia?”
“Omens are an interesting thing, I think.” This was Xiatamrou. “Trying to figure out the future from looking at the present. Astrology is a popular choice, but I always preferred using a haruspex. Nothing quite like gutting a prisoner and poking at his spleen to tell the troops that today is a winning day.”
“And was it?”
Xaitamrou grinned, his human hide holster buffed and worn from regular use. “More often than not.”
“The Business Council has concerns. Your mess is turning into a mess for the whole Clan House. It is easy, very easy, to go from “Xiatoktok is a murderous, thieving bastard,” to “The Xia are murderous, thieving bastards. And we need to drive them out.” Xiatamqui said. Her club was hanging from a stout belt. It would have to be stout, given the weight of the club.
“And how does the Council wish those concerns to be resolved?”
“Cheaply, speedily and by you. With no damage to their present interests and expected future profits. All without harming the status of the Xia in Cold Garden and the Five Cities Alliance. Or we will have to step in and assume a more direct managerial role.”
“This is not something the Patriarch can protect you from. Even if he wanted to, which I certainly wouldn’t assume.” Xiatampan was fiddling with his thumb ring again.
“I can have that adjusted for you, if you like. I know some excellent jewelers.”
“I beg your pardon?”
“Your ring. It seems to be troubling you. Does it not fit right? I can show you an excellent trick to get it off if your finger is too fat for it to be removed.” Xiatoktok spoke quite sincerely. The trick really worked. All you needed was a strong thread.
“That explosion really messed you up, didn’t it.”
“Not a scratch on me, I am happy to say. I just thought something productive should come from this meeting. Now if you don’t have anything useful or actionable to tell me, I really must see you out. My calendar got blown to hell.”
Xiatoktok looked over the memorandum written by the bank’s counselor. In achingly precise brushstrokes, the counselor explained that what he wanted to do fell solidly within the Clan rules, but there were just a few, minor matters to be aware of. (“It’s not like we don’t have pens,” Xiatoktok thought. “Why do we keep insisting that our counselors write with a brush? Actually, have I ever asked them to write with a brush? Why do they keep doing it?”) These minor matters could be fatal if ignored. Though not as fatal as the counselor being wrong about his assessment. He flipped through some books from the archives. It all looked right to him. Still. For something like this, approval from higher up would be… politic. But he couldn’t trust those above him, and few of those below him. Sometimes, you just had to walk out naked and smiling.
The Chanticleers wore their splendid colors of office. They had finished leading the evensong, and came directly to the bank. The sun had long since set, The colors and patterns were the same as those decorating neighborhoods across the city. Each neighborhood had its unique heraldry. Xiatoktok could recognize many of them after so many years in the city. Somewhere else, the Chanticleers might be clowns. The hard eyes and thin lips of the Chanticleers… They were in no mood for jokes.
“We have come to restore harmony. You must restore the property belonging to the Throng, even if some portion of it belongs to a Xia. The Xia are bound by the laws of the City as well as their own. And this is theft, and ruination. Of a sort so malicious we don’t even have a name for it.” A hard faced woman glared at him. She reminded ’Tok uncannily of Watchman Poole.
“The Throng were not the only ones robbed, though I will admit they have certainly been wronged. However, I do have a suggestion to remedy the immediate problem and prevent it from happening in the future.”
Smoother than butter and honey was the voice of Xiatoktok. His robe was white on white, with almost microscopic stitching providing texture. For every hour he wore the robe, his servants had to spend four in maintenance, to keep it looking perfect.
“Already admitting guilt?”
“I am guilty of nothing save doing the job entrusted to me.” This met with scoffs. “I admit that people have been hurt.” He spread his hands. “You demand I steal from people who have already been hurt to make whole other people who have been hurt. This doesn't heal or prevent, it just shifts the harm around. And if the Xia are people of Cold Garden, as you and we both say that we are, then they shouldn’t have to bear the harm any more than any other citizen.”
“Then they shouldn’t benefit more than any other citizen either. Once these businesses collapse, and they are already starting to collapse, new Xia owners will step in and buy them out for centi-rads. Which is already happening, as you know perfectly well.” Another Chanticleer, speaking with muffled rage.
“This leads me to my proposed solution. The problem is that the money and goods at issue are held as part of a partnership. That is, in most of these cases, there are two or more people who each have an ownership interest in a common project. A restaurant, a brick kiln, something. They have a variable degree of rights to the profits from that project, and have invested variable amounts of money, labor or goods into the project. With me so far?”
He was met with hard looks.
“They have put different amounts in, but they are all, individually, liable for one hundred percent, the entirety, of any debts or obligations the partnership incurs. And this is where the problem is. The individual wrongdoers are liable for the entirety of the debt, which reaches the entirety of the partnership and makes them all individually liable too. I’m not saying it’s right or fair, but it is the law.”
“We know. Painfully well. Get on with it.”
“So what is needed is a third party. Someone who is always going to be there, can hold the money, sign contracts, everything that one of the partners might do now, but. Liability never reaches the investors. The investors can only be out as much as they put in, if you follow me.”
“The Bank, I suppose?” This was the woman who looked like Poole.
“No, no. That wouldn’t work at all. Then the Bank would be running thousands of non-bank companies. Calling it a mess would be an understatement. In fact, no living person is suitable. What is needed is an invented person. A fictional person.”
Xiatoktok smiled slightly.
“Have you ever heard of something called a “corporation?””
This got some strange looks.
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“No. Explain.”
“A corporation, in every language I know of, refers to giving a body to something that does not have one. Basically, the City creates a legal person. Let’s say this person is called “Lefty’s Livery Stable.” This person has no body, no hands, no mouth, no mind, so it needs to be given those things. At the moment of its creation, Lefty’s has officers. A president, a secretary, a treasurer, people like that. You don’t have to list every employee. Just the people who you could point to and say “They run Lefty’s.”
“Presumably it would just be the owner.”
“Not necessarily. Let’s say that Lefty does own the place, but she’s getting on in years and doesn't want to do the day to day running of the place. So she hires Rita and says “I’ll pay you a salary, but you are in charge of everything. Hiring, firing, leasing, buying, whatever. It’s on you. Your job title will be Chief Executive Officer, because you will be the main officer responsible for getting things done.”
“Alright…”
“So on the piece of paper saying that the City is creating a fictional person named “Lefty’s Livery Stable,” call it a charter or something, it says “Lefty’s Livery Stable- A Cold Garden Domestic Corporation. Business address is West Adler Street, the Stable in Fountain Square near the Lower West Gate. Officers are CEO Rita, Treasurer Rita, Secretary Boisin. Because it doesn't really matter from the City’s perspective if one person is doing several jobs. If the owner is fine with it, then why should anyone else care?”
One of the chanticleers was visibly working it out.
“So the officers are holding the money and the goods, and can make decisions for the… corporation… even if they aren’t the owners?”
“Right. Although strictly, it would be the corporation holding the money and goods. It’s never the officers’ property. Obviously they would be obliged to make responsible decisions on the owner’s behalf. They couldn’t just act wildly.”
“And in this specific case, the reason we are all here today, you are proposing what, exactly?”
Xiatoktok smiled, heart beating like the thunder of a stampede.
“My proposal is this: The City of Cold Garden adopts laws permitting the creation of Corporations. They aren’t used in the Five City Alliance, but here are samples of the relevant laws from Old Radler, Sing Sing and Hyaliia.” He produced a few copies. He didn’t have time to make more.
“Once the law is in place, we convert the existing partnerships into corporations, and appoint the former partners as the company officers. Ownership of the corporation would be divided up exactly the same way as the existing partnership is. Since the accounts and materials all belong to the corporation and not individual people, there is no problem with the officers running things as they see fit. As long as it is in the best interests of the owners, of course.”
This got some curious looks. A lot of suspicion still, but there was curiosity there too.
“And you can get every Xia partner to agree to turn the partnership into a corporation? Our understanding is that some of them are dead.”
This got more glares. Cold Garden had the death penalty, but it was vanishingly rare. They barely had jails.
“Some may be dead, but their interests live on. And as the bank is the custodian of those interests at the moment, I can indeed agree to every proposed incorporation. We can put everyone back in business. Tonight, if you can rush this through the City Council.”
The sincere smile never left Xiatoktok’s face. Hidden in his robes, his knuckles were turning white. He was ravenous, and he didn’t know why.
“And why would we want to do this, instead of you just ordering the money and goods released, right this minute? Without even leaving the room?” The rage was no longer muffled. Did the man lose someone because a business collapsed? Or was he outraged for his people?
“Because it would be me saying something, with you here, right this minute. And I could say something different ten minutes from now. Or I could say something like “No loans to any of these partnerships in the future.” The Chanticleer shoved his chair back and lurched to his feet. Xiatoktok continued, ignoring him.
“But if you made it a law, and if the partnerships were legally incorporated, then you get the say. The corporations can only exist if the City says they do. Bad corporate behavior? You can revoke the charter and dissolve the company. The power is in your hands. The only thing I would have to say is “Where do I send the money?”
He smiled a little smile.
“And the paperwork too, I suppose. There is always paperwork.”
The Chanticleer slowly sat back down.
The Chanticleers smuggled Xiatoktok out of the bank, his brilliant white robes swapped for an attendant’s poncho and a penitent's hat. It helped immensely that security answered to him, and he only had reliables between the conference room and the street. The ledgers were carried out under the Chanticleers’ robes.
The Chanticleers handled the ledgers as though they were some combination of bricks and snakes. Like they couldn’t believe that something so mundane was capable of so much harm. It wasn’t funny at the time. They had to get them out before anyone could come and countermand Xiatoktok.
They walked quickly but deliberately, splitting up outside the bank and making their way by separate paths to the houses of the City Councilors. Xiatoktok was politely but firmly marched directly to the Cathedral of Joy and up into the Chapel of Song. A small table, with a simple chair and a lamp was arranged. He was then directed to the chair, the ledgers piled in front of him, and told to await the convenience of the Council.
The Council found their presence to be convenient in about an hour. The Chanticleers were selected by their neighbors, but the Councilors were selected by the Chanticleers. Since the Councilors could make decisions affecting the entire city, they were notionally more powerful than the Chanticleers. It was a little more delicate in practice.
The Council dribbled in, pulled from their dinners or their evening routines. They looked above-average mad, Xiatoktok thought, but not so mad that they wouldn’t listen.
“So what, exactly, are we all doing here?” Councilor Xoxon asked.
“President Xiatoktok has proposed a permanent solution to the current crisis. It needs a change of law.” The Chanticleer who looked like Watchman Poole started handing out the copies of the laws that Xiatoktok had given them. There still hadn’t been time to make more copies.
“Some law from Old Radler?”
“It’s like this…”
Xiatoktok kept his back straight, a slight smile and an attentive look on his face. His hands rested easily in his lap. He didn’t say a peep as they talked themselves into creating corporations. He didn’t say a peep when they adopted the legislation from Old Radler, word for word. He didn’t feel it was necessary to mention that all the provided sample laws were substantially identical. Or that in each case, the cities adopted language supplied by the Xia.
Or that when the Old Radler oligarchy had adopted corporations against the explicit advice of the Ma Clan, the Ma took action. The Ma Patriarch killed his way into the Xia Clan House in a cloud of bombs, radioactive dust and flesh searing beams of heat weaponry. Before his onslaught, there was only the quick and the dead. He wiped out scores of Clansfolk, more than a hundred guards and, when he breached their armored sanctum, thirty Century Elders.
The Ma Patrarch then made a brush from the Elders’ scalped hair and a cauterized human leg. Their blood was pooled in a laundry tub and he mixed enough core dust into it to make the sanctum permanently uninhabitable for any non-Ma lifeform. He then proceeded to write, elegantly and expressively, “There will be a next time,” on the walls in their now radioactive blood. Over and over again, until he ran out of blood and the Xia guards lobbed grenades down the hallway at a rate best measured in “explosions-per-second.” At which point he blew himself up, rendering yet more of the Clan House permanently uninhabitable.
The cleanup crews discovered that discreet paper sachets of core dust had been dumped into every drain, cistern, water tank and wine barrel that the Ma Patriarch had passed on his spree. They discovered them after the first few thirsty people had melted from the inside.
The Ma archives weren’t as good as the Xia’s, but they knew how this particular game played out. They declined to play by the Xia’s rules. Come to think of it, that would have been two Old Radler Ma Clan Heads before the Hag Malima, who was also now dead. Short lives.
In the dead of night, as winter began to set its teeth, Cold Garden formally adopted the Corporation. Xiatoktok obediently signed the papers converting the partnerships into corporations, and presented everything to the City auditors for review. Everything was correct. The money could be withdrawn in the morning. The goods could be withdrawn immediately, if their owners so wished. He stamped his seal on so many orders, his hand cramped.
Pictures were taken. The austere, mighty Council, backed by the gloriously colored Chanticleers, looking down sternly at the Xia banker. The rich Xia banker dressed like an attendant, frantically signing papers under their supervision. Humbled. Obedient. Beaten. The pictures would be sent around to all the neighborhoods, proving that the City and the Chanticleers had stepped in and restored harmony. That even a great Clan could be brought low before them.
When it was done, he sent for his robes, his carriage and his most loyal guards. By now, the Business Council would know what he had done.
He didn’t sleep that night. His skin crawled. He scrubbed and scrubbed. His skin turned red, then raw, then cracked. He could smell sewage, ground in feces covered him no matter how much he scrubbed. The smell crawled into his nostrils. The smell shifted, twisted around to coat the interior and took a flaming shit up his sinuses. Nothing could get rid of it. He smashed a bottle of perfume, screaming with frustration. Thousands of flowers scattered across the bathroom floor, trodden, despised.
Xiatokja ran into the bathroom. She grabbed him, hugged him hard. He shoved her away. She hugged him again. She held him through the shakes, then the screams, then the sobs. She got him back to bed and stayed up with him until the morning bells called the faithful to song. It wasn’t until the servants came in that he noticed the blood. He was bleeding. Probably from when he scrubbed with the stiff brush. Xiatokja was bleeding too. She had walked on glass to hold him.
He forced himself to eat something. He would need his strength today. Tonight he was meeting the Patriarch. His whole grand strategy hinged on this meeting. He had never felt so worthless. Something in him was terribly hungry, so hungry he felt a slow pressure at his temples, verging on pain. He forced himself to eat a little more. The food made him want to vomit. He didn’t want to eat. The hunger wasn’t shifting. Whatever it was.