Business Associations Glossary |
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Business
Associations Glossary |
Word |
Definition |
Affiliate |
Someone
who is controlling the company or under common control of some other company |
Agency |
an agreement by
one person (an agent) to act for a
principal at the principal’s direction and control |
Agent |
Someone who is authorized to act
on behalf of the principal |
Beneficial
title |
|
Bona
fide purchaser |
Someone who gives consideration,
acts in good faith, and who is not on notice of an adverse claim |
C
Corporation |
Any corporation that hasn't
elected the status of an S corporation |
Callable |
Can be redeemed
at the option of the issuer |
Capital |
Productive capacity: tangible
assets (equipment and buildings), intangible assets (intellectual property
and human capital), money |
Come to
rest |
|
Common
stock |
Residual interest in a
corporation: including the right to elect directors and receive dividends and
distributions |
Community
property |
|
Contractual
subordination |
|
Convertible |
Describes securities that
include the right to exchange them at the option of the holder for a certain
number of shares of another class of stock |
Corporation |
|
Corporation
by estoppel |
Doctrine that prevents personal
liability for an obligation entered into in the name of a non-existant
corporation |
Cumulative
voting |
Method of voting where each
shareholder multiplies the number of shares owned by the number of seats on
the board and can distribute those votes all to one candidate or spread them
among several candidates, allowing minority shareholders to be represented on
the board |
De
facto corporation |
A partially formed corporation
that protects shareholders from personal liability; it can only be attacked
by the state |
De
jure corporation |
A corporation sufficiently
formed to be recognized as a corporation for all purposes, even though there
may have been a few small flaws in its incorporation |
Deadlock |
A situation where shareholders
factions can block corporate action; often arises when there is a split
between two factions over electing directors |
Directors |
|
Distribution |
|
Dividend |
A distribution to shareholders
out of earnings |
Equitable
subordination |
|
Equity |
Ownership interest in a business
venture, equal to assets minus liabilities plus amounts due to senior
securities |
Equity
investor |
|
ERISA |
|
Ex
dividend |
The date when it's too late to
purchase shares of publicly traded stock and still receive a previously
declared dividend |
Executive
stock options |
|
Family
errand doctrine |
|
Fiduciary
duty |
|
Flow-through |
|
General
partnership |
A partnership in which all partners are general partners |
Guaranty |
|
In
blank |
|
Integration |
|
Investment
securities |
|
Legended |
|
Lien |
|
Limited
liability corporation |
A business entity that has the
limited liability benefits of a corporation with the tax benefits of a partnership |
Limited
liability partnership |
A type of general
partnership with some limitation of liability under
state law |
Mutual
companies |
|
Mutual
funds |
A publicly held open end
investment company which will redeem its shares at net asset value at any
time |
Negotiable |
|
Notes |
|
Not-for-profit
association |
|
Not-for-profit
corporation |
|
Officers |
|
Partnership |
|
PIC |
|
Poison
pill |
|
Preemptive
rights |
Rights that give existing
shareholders the chance to buy part of a new issue of shares before the
general public can, thus protecting them from dilution of value and control |
Preferred
stock |
Shares that have preferential
rights to dividends or distributions over common stock |
Principal |
|
Professional
corporations |
|
Promoter |
This is a person who brings
together labor, capital, and management to start a business enterprise |
Proxy |
Written permission to have
another shareholder vote on your behalf |
Proxy
agent |
|
Quo
warranto |
A proceeding to determine "by what right" someone holds a
corporate office |
REIT |
Real estate investment trust |
Registered
form |
|
Respondeat
superior |
|
Revised
Model Business Corporation Act |
|
Rule
10b-5 |
|
Security
title |
|
Servant-agent |
|
Shareholder
derivative action |
|
Shareholders |
|
Sole
proprietorship |
|
State
court receivership |
|
Stock
transfer books |
|
Straight
debt |
|
Straight
voting |
|
Subchapter
C |
|
Subchapter
K |
|
Subchapter
S |
|
Suretyship |
|
Sweat
equity |
A person who partners with a
capitalist who doesn't have much money of his or her own, but has skills and
the willingness to work hard |
Tender
offer |
|
Trustee
in bankruptcy |
|
Trusts |
|
Ultra
vires |
Beyond the powers of the
corporation |
Uniform
Partnership Act |
|
Workers'
compensation |
|
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