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Company Law Key Terms
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Incorporation
The process of legally declaring a corporate entity as separate from its owners. Case law: Salomon v. Salomon & Co. Ltd [1897] AC 22.
Limited Liability
Protection for company shareholders where their financial liability is limited to the amount they invested in the company. Case law: Macaura v. Northern Assurance Co. Ltd [1925] AC 619
Piercing the Corporate Veil
A legal decision to treat the rights or liabilities of its shareholders or directors as the rights or liabilities of the corporation. Case law: Prest v Petrodel Resources Ltd [2013] 2 AC 415.
Promoter
A person or group of people who undertake the preliminary steps to create a company. Case law: Twycross v Grant (1877) 2 CPD 469.
Memorandum of Association
A legal document specifying the constitution and aims of the company, including the scope of its operations outside the company. Historical significance as it used to be the primary constitutional document. Case law: Ashbury Railway Carriage and Iron Company Ltd v Riche (1875) LR 7 HL 653.
Articles of Association
A document that specifies the regulations for a company's operations and defines the company's purpose. Case law: Hickman v Kent or Romney Marsh Sheep-Breeders Association [1915] 1 Ch 881.
Ultra Vires
Acts conducted outside the powers or authority granted by the company’s constitutional documents. Case law: Ashbury Railway Carriage and Iron Company Ltd v Riche.
Shares
Units of ownership interest in a corporation that entitle the shareholder to a proportion of the corporation's assets and profits. Case law: Borland's Trustee v Steel Bros & Co Ltd [1901] 1 Ch 279.
Shareholder
An individual or institution that legally owns one or more shares of the stock in a public or private corporation. Case law: Foss v Harbottle (1843) 2 Hare 461.
Director
A person elected by shareholders to manage the company and act on their behalf. Case law: Re City Equitable Fire Insurance Co [1925] Ch 407 (Reid's Duties of Directors).
Debenture
A long-term security yielding a fixed rate of interest, issued by a company and secured against assets. Case law: Levy v Abercorris Slate and Slab Co. (1887) 37 Ch D 260.
Dividend
A portion of a company's earnings distributed to its shareholders. Case law: Lee v Neuchatel Asphalte Co Ltd [1889] 41 ChD 1.
Fiduciary Duty
A legal duty to act solely in another party's interests. In company law, directors have this duty to the company. Case law: Percival v Wright [1902] 2 Ch 421.
Insolvency
The inability of a company to pay its debts as they fall due. Case law: Re Cheyne Finance plc (in receivership) [2007] EWHC 2402.
Winding-Up
The process of settling accounts and liquidating assets in anticipation of a company’s closure. Case law: Re Pritchard & Co Ltd [1963] 1 WLR 997.
Receivership
A type of corporate bankruptcy in which a receiver is appointed by creditors to run the company. Case law: Belmont Finance Corporation Ltd v Williams Furniture Ltd [1979] Ch 250.
Proxy Voting
The authority to vote on someone else's behalf, commonly used by shareholders to vote at a company's annual general meetings. Case law: Bushell v Faith [1970] AC 1099.
Minority Shareholder Protection
Legal mechanisms in place to protect the interests of minority shareholders within a company. Case law: O'Neill v Phillips [1999] 1 WLR 1092.
Annual General Meeting (AGM)
A mandatory yearly gathering of a company's interested shareholders to discuss the company's direction and their interests. Case law: Automatic Self-Cleansing Filter Syndicate Co. Ltd. v Cunninghame [1906] 2 Ch 34.
Pre-emption Rights
Rights given to existing shareholders to buy new shares before they are offered to the public to avoid dilution of their ownership. Case law: Re R. A. Noble & Sons (Clothing) Ltd [1983] BCLC 273.
Mergers and Acquisitions
The consolidation of assets and liabilities under one entity, often to grow a company. Case law: Adams v Cape Industries plc [1990] Ch 433.
Derivative Action
A lawsuit brought by a shareholder on behalf of the corporation against a third party. Case law: Foss v Harbottle.
Equitable Subordination
The judicial act of subordinating the interests of a creditor to those of others, typically in instances of misconduct. Case law: Bank of Cyprus UK Ltd v Menelaou [2015] UKSC 66.
Oppression Remedy
A legal strategy to protect minority shareholders from unfair treatment by majority shareholders or directors. Case law: Scottish Co-operative Wholesale Society Ltd v Meyer [1959] AC 324.
Corporate Opportunity Doctrine
A principle that prohibits directors or officers from taking business opportunities for themselves that could benefit the company. Case law: Industrial Development Consultants v Cooley [1972] 2 WLR 443.
Duty of Care
The responsibility of a director or officer to act with the care of a reasonably prudent person in similar circumstances. Case law: Re City Equitable Fire Insurance Co.
Duty to Avoid Conflicts of Interest
The legal obligation of company directors to avoid conflict between personal interests and the interests of the company. Case law: Aberdeen Railway Co v Blaikie Brothers (1854) 1 Macq HL 461.
Corporate Manslaughter
A criminal offense which occurs when a company's activities are managed or organized in a way leading to a person's death. Case law: R v Cotswold Geotechnical Holdings Ltd [2011] EWCA Crim 2797.
Joint Venture
A commercial enterprise undertaken jointly by two or more parties that share both profits and risks. Case law: Panatown Ltd v McAlpine Construction Ltd [2001] 1 AC 518.
Auditor's Report
A technically detailed review by a third party, typically an accounting firm, summarizing the fairness and material accuracy of a company's financial statements. Case law: Caparo Industries plc v Dickman [1990] 2 AC 605.
Capital Maintenance
A collection of company law principles that prohibit a company from returning its capital to shareholders, thereby ensuring creditors are not disadvantaged. Case law: Trevor v Whitworth (1887) 12 App Cas 409.
Registered Office
The official address of a company to which all communications and notices may be addressed. Case law: Prest v Petrodel Resources Ltd.
Certificate of Incorporation
A legal document relating to the formation of a company or corporation. Case law: Moorgate Mercantile Co Ltd v Twitchings [1976] AC 890.
Shadow Director
A person who is not formally appointed as a director but in accordance with whose directions or instructions the directors are accustomed to act. Case law: Secretary of State for Trade and Industry v Tjolle [1998] 1 BCLC 333.
Corporate Governance
The system of rules, practices, and processes by which a firm is directed and controlled. Case law: Re Barings plc (No 5) [1999] 1 BCLC 433.
Squeeze-Out
A situation where majority shareholders pressure minority shareholders into selling their shares. Case law: Re Bugle Press Ltd [1961] Ch 270.
Class Rights
Preferences and rights given to shareholders that hold a class of shares different from the common stock. Case law: Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286.
Secured Creditor
A creditor that has the benefit of a security interest over some or all of the assets of the debtor. Case law: Re Spectrum Plus Limited [2005] UKHL 41.
Unsecured Creditor
A creditor that does not have a charge or other rights over assets of the debtor company. Case law: Re Max Factor & Co [1971] Ch 32.
Prospectus
A formal legal document required by and filed with the relevant government financial securities regulator that provides details about an investment offering for sale. Case law: Re Smith and Fawcett Ltd [1942] Ch 304.
Floating Charge
A security interest over a fund of changing assets of a company that 'floats' until some event occurs and 'crystallizes' into a fixed charge. Case law: Re Yorkshire Woolcombers Association Ltd [1903] 2 Ch 284.
Transfer of Shares
The process by which the ownership of a stock moves from one party to another, either by sale or gift. Case law: Erlanger v New Sombrero Phosphate Co (1878) 3 App Cas 1218.
Voluntary Liquidation
The process initiated by the directors of a solvent company to dissolve the company’s structure and distribute its assets. Case law: Re Borax Consolidated Ltd [1999] 2 BCLC 123.
Preference Shares
A class of shares that entitles the holder to a fixed dividend ahead of the company's common shares and to a fixed share of assets on winding up. Case law: Euro Brokers Holdings Ltd v Monecor (London) Ltd [2004] BCC 746.
Paid-up Capital
The total amount of shareholder's equity that has been funded by shareholders' payments, excluding undistributed profits. Case law: Re Exchange Banking Co, Flitcroft's Case (1882) 21 ChD 519.
Share Capital
Funds raised by issuing shares in return for cash or other considerations. Case law: Parke v Daily News Ltd [1962] Ch 927.
Redeemable Shares
Shares that can be bought back by the company at a future date at pre-determined prices. Case law: Re Saltdean Estate Co Ltd [1968] 1 WLR 461.
Goodwill
An intangible asset that arises when a buyer acquires an existing business, representing the reputation, customer relations, or other similar non-physical assets that can't be separated from the business entity. Case law: Trego v Hunt [1896] AC 7.
Bonus Issue
The distribution of additional shares to existing shareholders at no extra cost, based on the number of shares a shareholder owns. Case law: Re Duomatic Ltd [1969] 2 Ch 365.
Corporate Social Responsibility (CSR)
A self-regulating business model that helps a company be socially accountable to itself, its stakeholders, and the public. Case law: Berkey v Third Avenue Railway (1926) 244 NY 602, 155 NE 914.
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