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A colleague and I who work at Company A have been asked to update the website and description of Company B.

The relationship between A & B is that Company B is a separate legal entity owned by the same people as Company A. (I don't believe it's a subsidiary, but a separate company - not sure if that has any ramifications.)

Company B's business had been active for a year or so, but has recently been inactive for a few months. Now, my colleague and I have to update the online presence of the company to reflect a totally different type of business. We weren't sure about the reason for the change (or what exactly to write!) so we met with a higher-up who gave us more context (verbally¹) for these changes.

A client of Company A will be billed by Company B in an off-the-books deal made with Company A. Most of the deal is above board but a little lackluster for Company A: the difference in margins promised (but not written into the official agreement) are to be paid out in semi-regular billings made to the Company A client by Company B. In our higher up's (spoken¹) words, we're helping the client "Cook his own books".

🚩 Red Flags:

  • ¹ The unwillingness to commit the context to paper.
  • Higher-up also said that "any auditor worth their salt" would find this on the Client's side
    • Auditor...?(!)
  • No actual (even nominal) service is to be rendered to the Client of Company A by Company B
  • We're also asked to remove old social media posts from Company B; that makes it seem like less of a "pivot", and more like "track covering"

It doesn't seem like our executives would like to be challenged on this; the deal has been finalized for some time, and I imagine they'd lose face w/ the Client in a big way if they reneged now. If we don't do it, it's likely they'll have someone else do it. How personally liable are we, if we "just follow (verbal¹) orders" and help Company B mislead onlookers?

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    This is really a question for legal. Just as an aside, yes, you can easily be found to be criminally accountable. How much so will depend on jurisdiction. – Gregory Currie Mar 13 '19 at 13:29
  • I'm voting to close this question as off-topic because it's probably better suited for Law SE. – Ertai87 Mar 13 '19 at 14:23
  • At this point the term for company B is a shell company. def "an inactive company used as a vehicle for various financial maneuvers or kept dormant for future use in some other capacity." – Myles Mar 13 '19 at 15:49
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Have the discussion about the changes and simply write up the requirements into a document, the same as normally happens.

Send this requirements document to your managers and ask them to accept and sign them off so that you can work according to the accepted process.

If they want to tell you to do the work verbally, then email them

As agreed verbally, we are carrying out the work as per the requirements document.

Then you have things documented from your side.

  • Appreciate your thoughts; I suppose I don't want to spend the social capital required to do this. Though we weren't being asked explicitly to "keep it hush-hush", I was understanding it that way. – Reginald Mar 13 '19 at 13:36
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    @Reginald What kind of social capital do you mean? You're not trying to throw it in their face - you basically "play dumb". Act as if you assume everything they are asking you to do is legal, and so if it's legal, there's no problem putting it in an email. Even if you don't do a formal document, you can just send an email saying "Hey, I just wanted to make sure I had everything right from yesterday's conversation. Could you confirm that this is what you wanted me to do?" – David K Mar 13 '19 at 14:08
  • I wish I could fall back on "playing dumb" – but I know their intent, and they know I know - from the meeting... so this summary email would be taken very clearly as me laying a trail of breadcrumbs back to them. We would both know the implications of such a summary. That's all I mean by spending social capital. They'll trust me less. I guess it's either that or be a total chump, though, eh? – Reginald Mar 13 '19 at 14:15
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    @Reginald fundamentally, if they're upset at the idea of you ensuring that the blame doesn't fall on you, it's because they want to keep alive the possibility that it might. – Ben Barden Mar 13 '19 at 14:17
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    @Reginald Right, if they are trying to do something illegal, why do you want to save social capital? CYA, and get out of that company. – David K Mar 13 '19 at 14:50
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Your bosses are asking you to do something that's shady on the face of it, and that they want you to keep hush-hush. It's pretty clearly illegal at some level. You don't know what's going on exactly, but it's clear that something is. A reasonable person in your position would conclude that they were being asked to participate in illegal behavior, and thereby be at minimum accomplice to a crime (however white-collar).

So, yes, you could be held liable. You could especially be held liable if the authorities start coming after your bosses and your bosses decide to throw you under the bus to save their own skin. Are you willing to do work for a company who wants you to do obviously illegal things, and just keep quiet about it? How much is this job worth to you?

This is made worse by the fact that they're offering you no cover. You've even noted in comments that they'd take it badly if you tried to set up cover of your own. For them, the fact that the blame might fall on you is a feature, not a bug. Personally, I'd suggest that this is no longer a safe place to work, and you should get out. It's not like they're likely to pay you extra for the additional legal risk they're asking you to take on.

Further, I can almost guarantee that if you stay with your current company, this won't be the last time something like this happens. If the leadership is willing to do it once, they'll be willing to do it more than once. If you go along with it once, they'll bring you in on it again.

  • "It's not like they're likely to pay you extra for the additional legal risk they're asking you to take on." Would you consider it better if they did? Asking for a friend. – Nyakouai Mar 13 '19 at 14:51
  • @Nyakouai I personally wouldn't go for it, and I'd strongly discourage anyone I cared about from doing so, but it's at least not an obvious lose choice on the face of it like being an accomplice to crimes without the extra pay is. – Ben Barden Mar 13 '19 at 14:59
  • @Nyakouai Also, I try to meet people where they are when offering advice. If the OP was fundamentally unwilling to be involved in shady business on principle, they wouldn't have asked the question. This answer is in that implied context. – Ben Barden Mar 13 '19 at 15:02
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Disclaimer: I voted to close this question because it's probably better suited for Law SE. I'll still answer it from a Workplace SE perspective, although a complete answer would include asking for advice from Law SE as well.

I don't know enough about accounting to know how shady this is, but it sounds like you think it's shady. Specifically the part where the company execs implied that they expect to be audited and they expect something to be found is pretty worrying; the ideal outcome of an audit is for nothing to be found, after all.

As for what you should do, you should consider what kinds of risks you might be under if you do this thing and get caught (that's a question for Law SE, which is why I said this question should be asked there). Then if there is a legal issue here (it's possible that Law SE comes back and says something like "you're misunderstanding the situation, what they are doing is completely legal"), you should unequivocally say so to your boss, and if your boss says anything other than "ok we understand, we are cancelling this request", then you should hand in your resignation immediately and contact local law enforcement. Even if they say that, you should probably still contact local law enforcement just in case; it's possible they won't ask you to do it but will instead ask one of your coworkers to do it instead, which is even worse because now they're engaging in fraud and also lying to you.

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