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CL&P
MIDTERM REVIEW
277
Law
Undergraduate 1
02/28/2011

Additional Law Flashcards

 


 

Cards

Term
Agent
Definition
One who acts for or represents another
Term
Principal
Definition
Person for whom an agent acts.
Term
Express Agency
Definition

An agency agreement (when an agent agrees to work for a principal) written or oral

Term
Implied Agency
Definition
An agency relationship in which there is no express agreement , but the parties' words,  conduct, or prior dealings shows the existence of there agency relationship.
Term
Agency by Estoppel
Definition
An agency arising from acts the leads others to beleive an agency relationship exists.  The principal in this case is precluded from denying the existence of the realationship.
Term
Express Authority
Definition
Acutal authority granted by one to another, in writing or orally.
Term
Implied Authority
Definition
Power to preform acts customarily preformed by agents
Term
Apparent Authority
Definition
Authority that arises through words or conduct of prinicpal leading others to believe agent has authority to act for prinicpal.
Term
Ratification
Definition
Acceptance of an act
Term
Fiduciary Duties
Definition
Duty to act in utmost good faith and fair dealing
Term

Agent's Duties

Definition

Preformance- must preform duties the prinicpal requires according to agreement/implication, with reasonable diligence and due care

Notification- agent must disclose all information relating to the agency to the prinicpal, it is presumes that anything the agent knows the principal knows

Loyalty- the agent must act soley for the benefit of the principal and may not engage in any activity that would be detrimental to the prinicpal or conflict with the principal's interest

Accounting- the agent must account to the principal for all money or property paid out or recieved on the principal's behalf. The prinicpal's funds must be maintained separately from the agent's from the agent's; the funds may not be commingled

Term

Principal's Duties

Definition

Compensation- Principal's must pay agents for their services. If no fixed amount is agreed upon, the agent it entitled to reasonable and cutomary pay.

Reimbursment and Indemnification- The principal must reimburse the agent the agent for cost's incurred on the principal's behalf.  The principal is also required to indemnify or compensate the agent for liablity incurred by the agent while preforming duties for the principal

Cooperation- The principal must no hinder the agent in the performance of her duties. Includes a duty to provide agent with materials she needs to preform duties.

Term
Respondeat Superior
Definition
Liability imposed on employers for acts of employees
Term
Vicarious Liability
Definition
Liability imposed on one for another's acts, without regard to acutal fault
Term
Sole Proprietorship
Definition
A business owned and operated by one person
Term
Sole Proprietor
Definition
Owner of a sole proprietorship
Term
Advantages of  Sole Proprietorship
Definition

Ease of Formation- easy and inexpensive

Managerial Discretion- owner is free to make all decisions

Retention of Profits- owner can keep all profits

Pass-Through Taxation

Term
Disadvantages of Sole Proprietorships
Definition

Unlimited Personal Liability

Lack of Continuity- ends with the death of owner, if passed to an heir a new proprietorship is created

Difficulties Raising Capital- limited methods of attaining capital, owner must use personal funds or loaned money

Management Vulnerabilities- if expertise is necessary, the owner needs to spend funds in order to bring in outside consultants/advisors. Leads to a lack of expertise in management

Term
Personal Liability
Definition

Liability extended beyond what is invested into a business to an individual's personal assets.

AKA- Unlimited Liability

Term
Capital
Definition
Money used to form and operate a business
Term
Fictitious Name
Definition
Name that must be registered with the state or local offices because it does not disclose the name surname of the business owner
Term
Fictitious Business Name Statement
Definition

Record filed with public officials ro identify the owner of a business operating under a name other than the owner's surname

Also called a DBA (Doing Business As)

Term
General Partnership
Definition
A voluntary association of two or more persons to carry on a business for profit
Term
UPA
Definition

Uniform Partnership Act

A model for partnership legislation in about 1/4 of the states

Term
RUPA
Definition

Revised Uniform Partnership Act

a model for partnership legislation in about 3/4 of the states

Term
Interest in the Partnership
Definition
A patner's right to profits
Term
Joint and Several Liability
Definition

Principal that each partner and the partnership are liable to pay all of a debt or obligation.

Meaning: all, some or one partner(s) can be sued for the debts of the entire partnership

Term
Marshaling of Assets
Definition
Partnership theory requiring creditors to first exhaust partnership assets before pursuing partner's individual assets
Term
Partnership Agreement
Definition
An agreement by two or more persons to do business together as a partnership, may be oral or written
Term
General Agency
Definition
The authority of a partner to act for and bind the partnership and other partners
Term
Statement of Authority
Definition
Document filed with the secretary of state providing the notice of partners authorized to act for the partnership
Term
Statement of Denial
Definition
Document filed with secretary of state denying information in Statement of Authority
Term
Recitals
Definition
Introductor clauses in agreements setting fourth basis for agreement
Term
Partnership at Will
Definition
a partnership with no specific term
Term
Non-Compete Clause
Definition
Clause in agreement restricting signatory from competing with another during and after parties' terminate
Term
Wrongful Dissolition
Definition
Departure from a partnership in breach of partnership agreement
Term
Dissociation
Definition
Departure by a partner from a partnership
Term
Statement of Dissociation
Definition
Document filed with state to identify dissociating partner and limit period for which partnership will be liable for dissociating parter's act.
Term
Pass-Through Tax Status
Definition
The tax status of a partnership in which all income is passed through to partners who pay individual income tax rates.
Term
Check the Box
Definition
Method by which businesses elect how they wish to be taxed, namely as a corporation
Term
Joint Venture
Definition
a type of partnership formed to carry out a single enterprise, rather than ongoing business
Term
RULPA
Definition

Revised Limited Partnership Act

the model for limited partnership legislation in most states

Term
Limited Partnership
Definition
Business entity created in accord with state statutes tjat provides limited liability to some of its members, called Limited Partners
Term
Limited Partner
Definition
Member of a limited partnership wwho does not participate in controlling the business and whose liability is limited to the amount invested in the business
Term
General Partner
Definition
Member in a limited or general partnership who controls the business and has unlimited personal liability
Term
Limited Liability Limited Partnership
Definition
A limited partnership providing protection from limited liability to its general partners, recognized fully in 14 states
Term
Limited Partnerhip Certificate
Definition
The document filed with the state that creates a limited partnership
Term
Agent for Service of Process
Definition
The person or entity that recieves service of process on behalf of a business entity
Term
Due Diligence
Definition
Investigation conducted prior to entering an agreement or consuming a transaction
Term
Foreign Limited Partnership
Definition
A limited partnership doing business in a state other than the one in which it was formed
Term
Domestic Limited Partnership
Definition
a limited partnership doing business in its state of formation
Term
"Doing Business"
Definition
Activities enumerated by a state that require an entity to qualify before entering the state to transact business
Term
Limited Partnership Agreement
Definition
Agreement among partners, usually writted out but may be oral
Term
Partership Interest
Definition
A partner's share of partnership profits (an losses)
Term
Event of Withdrawal
Definition
Action by gneral partner that usually causes dissolution of limited partnership
Term
Nonjudicial Dissolution
Definition
Dissolution of an entity without court involvement
Term
Judivial Dissolution
Definition
Dissolution of an entity ordered by court
Term
2001 Act
Definition
Revised version of ULPA, fully adopted in 14 states, providing significant protection from liability for all partners
Term
Limited Liability Partnerships
Definition

Partnership providing protection against liability for wrongful conduction of other partners

also called: registered limited liability partnership

Term
Partial Shield States
Definition
State in which partners in LLP can retain liability for contractual obligations
Term
Full Shield States
Definition

States in which partners in an LLP are fully protected from personal liability, whether arising through tort or contract

AKA- Bullet Proof States

Term
Limited Liability Company
Definition
Entity providing full protection for its members from all personal liability, whether arising in tort or contract
Term
Members
Definition
Participants in a LLC
Term
ULLCA
Definition

Uniform Limited Liabilty Company Act

unifor act governing operation and management of LLCs

Term
Articles of Organization
Definition
Document filed with the state that creates an LLC
Term
Operating Agreement
Definition
Agreement governing the operation of an LLC
Term
Member-Managed LLC
Definition
An LLC managed by its members
Term
Manager-Managed LLC
Definition
an LLC managed by managers, rather than all of its members
Term
Administrative Dissolution
Definition
Dissolition of a business entity for some technical reason, such as failure to file anual reports
Term
Corporation
Definition
A legal entity created by a state to carry out business
Term
MBCA
Definition

Model Business Corporation Act;

an act on which individual statutes governing corporations are based.

Term
Corporate Powers
Definition
List of activities enumerated by a state in which a coporation can engage.
Term
Domestic Corportation
Definition
A corportation operating in the state of its incorporation
Term
Foreign Corporation
Definition
A corporation operating in a state other than it's state of incorporation
Term
Alien Corporation
Definition
a corporation formed in another country
Term
Federal or State Corporation
Definition
an entity formed under the authority of a federal or state statute for some public good.
Term
Public Corporation
Definition
A corporation whose shares are sold to the public at large
Term
Privately Held Corporation
Definition
a corportation whose shares are usually owned by a small group, often family or friends.
Term
Nonprofit Corporation
Definition
a corporation formed not to make a profit but for a public benefit, religious purposes or the mutual benefit of its members
Term
Close Corporation
Definition
A corporation whose shares are held by a small group of shareholders that is allowed to act informally.
Term
Professional Corporation
Definition
a corporation organized by professionals (doctors, lawyers, accountants)
Term
S Corporation
Definition
a corporation that avoids double taxation by passing through all of its income to its (fewer than 100) shareholders
Term
C Corporation
Definition
A corporation that is not an S coporation and subject to double taxation
Term
Parent Corporation
Definition
a corporation that creates another corporation (the subsidiary)
Term
Subsidiary Corporation
Definition
a corporation created by another corporation (the parent)
Term
Corporate Deductions
Definition
although corporations are taxpaying entities, they are entitled to make deductions to offset corporate income (including interest expenses, costs for legal and accounting services,  and costs of benefits and retirement plans).
Term

Continuity of Existence

 

Definition
corporations may endure perpetually.  Because stock is easily transferable, a corporation survives the death of its shareholders.
Term
Double Taxation
Definition
concept in corporate law in which money earned by a corporation is taxed
Term
Section 1244
Definition
Stock upon the sale of which (at a loss) receives favorable tax treatment and is taxed as an ordinary loss
Term
Qualified Small Business Stock
Definition
Stock issued by a qualified corporation that provides certain tax benefits on the gain realized on the sale of the stock.
Term
Promoter
Definition
one involved in organized a corporation
Term
Preincorporation Contracts
Definition
Agreements entered into by promoters on behalf of a yet-to-be formed corporation
Term
Ratification
Definition
apporval of a transaction
Term
Relation Back
Definition

Doctrine that certain actions are viewed as having occured on an earlier date.

 

ratification "relates back" to the date the preincorporation contract was entered into

Term
Preincorporation share subscription
Definition
Offer to purchase shares in a corporation before its formation
Term
Name Reservation
Definition
Process of reserving a name of corporation while its incorporation papers are being prepared
Term
Name Registration
Definition
process of reserving a name in a foreign jurisdiction
Term
Name Saver
Definition
Corporation formed by another for the purposed of reserving the corporate name in a foreign jurisdiction
Term
Assumed Name
Definition
A name under which a business operates that is not the name under which it was formed
Term
Articles of Incorporation
Definition
the document that creates a corporation; also called the certificate of incorporation or charter
Term
Broad purpose clause
Definition
clause in the corporate articles that states the corporation may engage in any legal activity, also called full purpose clause
Term
Ultra Vires Doctrine
Definition
Seldom-used legal theory that certain acts are invalid as being beyond a corporations powers
Term
Authorized Shares
Definition
the number of shares set forth in a corporation's articles that the corporation has authority to issue
Term
Par Value
Definition
the minimum amount for which a corporation's stock can be sold
Term
Preemptive Rights 
Definition
Right of shareholder to buy pro rata (proportional) share of newly issued stock before its is offered to non shareholds 
Term
Bylaws
Definition
Internal rules governing corporate procedures and operation
Term
Special Meeting
Definition
A meeting held between regularly scheduled meetings
Term
Quorum
Definition
Minimum number of persons required to transact business
Term
Tax Year
Definition
an annual accounting period for keeping records and reporting income and expenses
Term
Seal
Definition
Instrument used to emboss documents to verify authenticity
Term
Minute Book
Definition
Binder or book used to maitain minutes of corporate meetings and other records
Term
Stock Certificate Book
Definition
book containing stock certificates to be issued to shareholders
Term
organizational meetings
Definition
first corporate meeting held to launch a corporation
Term
Annual Report
Definition
form required to be filed annually in most states providing information about the corporation
Term
De Jure Corporation
Definition
a corporation that has substantially or strictly complied with statutory requirements and is unassailable
Term
De Facto Corporation
Definition
a corporation that did not substantially comply with the statutory requirements and can only be challenged by the state
Term
Equity Security
Definition
a security representing ownership interest in an enterprise (often called a SHARE)
Term
Debt Security
Definition
a security representing an obiglation of the corporation issuer (which may be a BOND)
Term
Bondholder
Definition
Onr to whom a debt is owed by a corporation
Term
Authorized Shares
Definition
The number of shares the corporation has the authority to issue according to its articles
Term
Outstanding shares
Definition
shares issued by a corporation and held by investors
Term
Preferred Stock
Definition
stock in a corporation that carries certain rights and privileges
Term
Par Value
Definition
the lowest price for which stock may be sold
Term
Watered Stock
Definition

stock issued for less than par value,

*only allowed in some states, if the directors determine it is in the best interest of the corporation

Term
Transfer Agent
Definition
an individual or entity that processes and issues a corporation's stock certificates
Term
Registrar
Definition
An individual or entity that maintains a corporation's list of shareholders
Term
Scrip
Definition

a document showing ownership of a partial share*

*in some instances shareholders own fractions of shares, usually if the corporaton issues a share dividend, in this circumstance scrips may be issued over stock certificates

 

Term
Common Stock
Definition
Ordinary stock og a corporation having no special privileges
Term
Liquidation 
Definition
the winding up of a business and its affairs
Term
Cumulative Distribution
Definition
Distributions that add up and must be paid once a corporation has funds to do so
Term
Non Cumulative Distribution
Definition
A distribution that does not accumulate and is lost if it cannot be sold
Term
Conversion Right
Definition
right to convert preferred stock into some other form of equity security, usually common stock.
Term
Redemption Right
Definition
right to compel a stockholder or corporation to sell or buy stock back.
Term
Call
Definition
right of corporation to require sharholder to sell stock back to corporation
Term
Put
Definition
right of shareholder to require corporation of but stock from shareholder
Term
Liquidation rights
Definition
holders of preferred stock may be entitled to a stated distribution, upon liquidation. distributed only after the creditors are paid off, and before common stockholders receive any assets in liquidation.
Term
Debt security holder
Definition
one to whom a corporate obligation or debt is owed
Term
Unsecured Debt
Definition
debt for which no collateral is pledged
Term
Promissory Note
Definition
a written agreement by which one party promises to repay money borrowed from another party
Term
Secured Debt
Definition
Money borrowed by a corporation backed by collateral that can be seized in the event of nonpayment
Term
Bond
Definition
Instument issued with intent of raising money for an entity.
Term
Mortgage Bond
Definition
document by which real estate is pledged as collarteral to secure payment as a debt (AKA mortgage note)
Term
Security Agreement
Definition
Document by which personal property is pledged as collateral to secure payemnt of a debt.
Term
Financing statement
Definition
document filed with secretary of state to provide notice of a security interest
Term
Redemption Terms
Definition
Terms relating to a borrower's right to pay off or redeem a debt prior to its maturity date
Term
Conversion right
Definition
right of a lender to convert a debt security to an equity security
Term
priority
Definition
process of making on obligation senior to others
Term
Subordination
Definition
process of making on obligation junior to others
Term
Thin Incorporation
Definition
a corporation whose debts are disporporationately hight to its equity
Term
accumulated earnings tax
Definition
tax penatly imposed on a corporation that retains earnings beyond resonable business needs (to encourage income be distributed to shareholders)
Term
franchise fee
Definition
fee imposed on business for privilege of doing business in a state
Term
Straight Voting
Definition
voting in which each share of record has one vote
Term
Cumulative Voting
Definition
Method of voting in election for directors in which each share carries as many votes as there are directors being elected.
Term
Annual Meeting
Definition
yearly meeting of shareholders
Term
Record Date
Definition
a date selected in advance of a meeting or event
Term
Quorum
Definition
minimum number of directors or shareholders required to be present before an action can be taken
Term
Proxy
Definition
Written authorization from on directing another to vote his shares
Term
Plurality
Definition
the number of votes received by one in an election when the candidate does not have a majority of votes, counting only 'for' votes a nominee and not counting 'against' votes or withheld
Term
Voting agreement
Definition
an agreement among shareholders specifying how they will vote
Term
Buy-sell Agreement
Definition
agreement among shareholders regarding their rights to purchase and sell stock in a corporation and usually imposing some restriction on those rights
Term
Legend
Definition
a notation marked on a stock certificate indicating the stock is subject to some restriction or limitation
Term
Householding
Definition
practice of sending only one report and proxy statement to shareholders with same surname and address
Term
Direct Action
Definition
action initiated to address direct harmdone to the complainant
Term
Derivative action
Definition
action initiated to enforce a right owned by another
Term
Piecing the Veil
Definition
holding indivual shareholders responsible fore coporate obligation
Term
Alter Ego
Definition
doctrine aleging separate corporate existence has been ignored by shareholders
Term
Commingling of Assets
Definition
combining funds owned by different individuals or entities
Term
Directors
Definition
Those who manage a corporation
Term
Staggered System
Definition
Method of corporate governance in which not all directors are elected at the same time or election
Term
Written Consent
Definition
document reflecting action taken by agreement in writing rather than action taken in person at a meeting, generally, must be unanimous
Term
Business Judgement Rule
Definition
rule immunizing directors and officers for action taken so long as they acted in good faith
Term
D&O Insurance
Definition

Director and Officer insurance

insurance procured to protect directors and officers from claims and lawsuits

Term
Indemnification
Definition
reimbursing another for injury sustained by the other, 'holding one harmless' from allegations against the person
Term
Governance Guidelines
Definition
formal writeen policies relating to management of corporations
Term
independent director
Definition
director with no business or family relationships with corporation or its managers
Term
officers
Definition
individuals appointed by directors to carry out various corporate activities
Term

Chief Executive Officer

Definition
Individual ho supervises other officers
Term
Chief Financial Officer
Definition
individual with primary responsibility for all financial matters
Term
Chair
Definition
individual who presides at corporate meetings
Term
actual authority
Definition
express authority or direction given to one by another
Term
apparent authority
Definition
authority that one believes another to posess due to the other's posistion or conduct
Term
Inherent Authority
Definition
authority that naturally flows from one's position
Term
Distribution
Definition
used strictly to refer to payments to shareholders that are not sharing of profits; used loosely to refer to any type of payment to shareholders
Term
dividend
Definition
used strictly to refer to a distribution of a corporation's profits to its shareholders; used loosely to refer to any type of payment made to shareholders
Term
Liquidation Distribution
Definition
distribution made to shareholders when a corp. liquidates (AKA dissolution distribution)
Term
Cash Dividend
Definition
cash distribution
Term
Dividend Reinvestment Plan (DRP)
Definition
plan allowing shareholders to immediately use their cash dividens to purchase more shares
Term
Property dividend
Definition
distribution of some form fo property made by corp.
Term
Share dividend
Definition
distribution by a corp. of its own shares
Term
Equity Insolvency test
Definition
test made to determine if dividends may be paid in which corporation must be solvent
Term
Solvency
Definition
state of being able to pay debt s are they come due
Term
Excess Assets Test
Definition
test to determine if dividends can be pain in which equity or assets exceed liabilities (AKA balance sheet test)
Term
Retained Earnings
Definition
net profits accumulated by a corporation
Term
Surplus Account
Definition
value of a corporation's net assets that is greater than its stated capital
Term
Ex-Dividend
Definition
status of a shareholder without the right to receive a declared dividend
Term
Illegal Dividend
Definition
distributions paid when corporation is insolvent or from unauthorized accounts
Term
Stock Split
Definition
division of outstanding shares, to decrease price per share and increase attractiveness of share on the market
Term
Reverse Stock Split
Definition
reduction of outstanding shares.
Term
Exchange
Definition
exchange of cash for shares (AKA share exchange)
Term
Treasury stock
Definition
stock required by a corporation that is considered issued by not outstanding
Term
Articles of Amendment
Definition
document filed with state that ammends article of incorporation
Term
Restated Articles 
Definition
articles complied into one readable form with no change made
Term
constituent
Definition
partly involved in a merger or other similar transaction
Term
merger
Definition
combination of two or more corporations into one corporate entity
Term
Extinguished corporation
Definition
corporation that does not survive a merger
Term
survivor
Definition
corporation that survives a merger
Term
consolidate
Definition
combo of two or more corporations into one new entity
Term
cross-species merger
Definition
merger btwn corporation and some other business entity
Term
letter of intent
Definition
initial letter setting forth basid understanding of parties to a transaction
Term
plan of merger
Definition
document setting fourth terms of planned merger
Term
Short-form merger
Definition
merger of a subsidiary into a parent
Term
Small-Scale Merger
Definition
merger involving little transfer of survivor's stock to incomng shareholders
Term
Dissenting Shareholders
Definition
sharholders who vote against merger or some other transaction
Term
appraisal right
Definition
right of dissenting shareholder to have shares purchased at their fail value
Term
articles of merger
Definition
document filed with state to effect merger
Term
share exchange
Definition
exchange of the target's shares for shares in the acquiring corporation
Term
Target
Definition
An entity that is the subject of acquisition or takeover
Term
Asset purchase
Definition
purchase of assets of an entity
Term
tender offer
Definition
public offer made by a bidder to acquire shares in a target corporation
Term
hostile takeover
Definition
transaction pursued by bidder without the support of the target's management
Term
foothold
Definition
acquisition of up to 4.9 percent of a target's stock (AKA toehold or creeping tender offer)
Term
williams act
Definition
federal law regulating tender offers and takeovers
Term
Proxy Contest
Definition
competitions between corporate management and an aggressor to take over board of directors (AKA proxy fight)
Term
take over defense
Definition
strategies implemented by target to thwart a takeover
Term
Golden Parachute
Definition
highly favorable financial package awarded to senior managers in event of take over
Term
Poison Pill
Definition
an anti-takeover measure triggered by a tender offer at which time the traget's shareholders are given additional rights (AKA shareholder's rights plan)
Term
crown jewel defense
Definition
sale of corporate assets by target to make itself less attractive to an acquirer
Term
suicide pact
Definition
agreement by corporate managers to resign en masse after a takeover if any are fired (AKA People pill)
Term
Hart-Scott-Rodino Act
Definition
Federal statute requiring notifcation to goverment before mergers involving certain amounts of parties
Term
domestication
Definition
the changing of a corporation's state of incorporation
Term
Plan of Domestication
Definition
the plan that provides the terms and conditions of a corporation's change of its state of incorporation
Term
articles of incorporation
Definition
the document filed with the state to effect a change of a corporation's state of incorporation
Term
entity coversion
Definition

a business's change of its structure

ie) converting from a corporation to an LLC

Term
articles of entity conversion
Definition
document filed with state that effects change in a business's structure
Term
Due Diligence
Definition
careful review of documents and transactions to ensure they are appropriate for a party and in compliance with all pertinent laws
Term
transacting business
Definition
statutory list of activities in which a corporation may engage in a foreign state wotjpit neomg required to qualify to do business therein
Term
Qualify to Transact Business
Definition
Process of seeking persmission from foreign jurisdiction to do business therein
Term
Certificate of Good Standing
Definition
document issued by state of incorporation verifying corporation is in compliance with state requirements (AKA certificate of existence)
Term
Withdrawal
Definition
process of canceling authority to do business in a foreign state
Term
Revocation
Definition
action by a state withdrawing a foreign corporation's authority to do busines in that state
Term
Dissolution
Definition
termination of the legal status of an entity
Term
voluntary dissolution
Definition
dissolution initiated by a corporation's directors or shareholders
Term
Notice of Intent to Dissolve
Definition
document filed with the state indicating corporation's intent to dissolve
Term
Articls of Dissolution
Definition
final document filed with state effecting termination of an entity (AKA certificate of dissolution)
Term
Administrative Dissolution
Definition
A dissolution initiated for a technical or administrative defaults, such as failing to file reports or pay taxes
Term
Reinstatement
Definition
Process of reviving a corporation dissolved for administrative reasons
Term
Involuntary Dissolution
Definition
Dissolution against the will of a corporation, intiated by state, shareholders, or creditors (AKA Judicial Dissolution)
Term
Judicial Dissolution
Definition

Dissolution brought before the court

AKA -Involuntary Dissolution

Term
Liquidation
Definition
Process of collecting assets, paying debts and distributing remains to busienss owners (AKA Winding Up)
Term
Nonjudicial Liquidation
Definition
process of winding up by managers of a business entity
Term
Judicial Liquidation
Definition
process of winding up by a court appointee
Term
Reciever
Definition
One appointed by a court to oversee liquidation (AKA liquidator)
Term
Known Claim
Definition
a claim known by an entity
Term
Unkown Claim
Definition
a claim that has not yet been made against an entity
Term
Liquidation Distribution
Definition
Distribution to shareholders in liquidation process
Term
Close Corporation
Definition

corporation whose shares are held by a small group that is active in managing the corporation

AKA closey held corp.

statutory close corp.

Term
Membership
Definition
what is offered by nonprofit corporations to their owners rather than stock
Term
Affiliates
Definition

corporations with common parent corporations

AKA brother-sister corporations

Term
Wholly Owned Subsidiary
Definition
a corporation, the stock of which is entirely owned by the parent
Term
SEC
Definition
Securities and Exchange Commission; federal agency charged with regulation of securities
Term
1933 Act
Definition
act requiring registration before inssuance of securities through interstate commerce
Term
1934 Act
Definition
act governing resale of securities after their initial issuance
Term
Going Public
Definition
Sale of shares to the public at large
Term
EDGAR
Definition
SEC's electronic filing system
Term
Form 8K
Definition
filed with SEC reports major changes in certain companies
Term
Form 10Q
Definition
quarterly form filed with SEC
Term
Form 10K
Definition
anual report filed with SEC
Term
Insider Trading
Definition
trading in stock by corporate insiders with information unknown to the public at large
Term
Short-Swing Profits
Definition
profits made by certain corporate insiders within six months that must be disgorged
Term
Stock Exchange
Definition
marketplace where securities are traded
Term
Pink Sheet Companies
Definition
Stocks of companies that are not sold through an exchange
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