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Corporate Law Fundamentals
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Limited Liability
A legal principle that holds a company's shareholders or owners are not personally liable for the company's debts or liabilities. Example: If a company goes bankrupt, the personal assets of its shareholders are generally protected.
Debt Financing
Raising capital for company operations or projects by borrowing money from lenders. Example: A corporation issues corporate bonds to investors in exchange for capital.
Dividend
A payment made by a corporation to its shareholders from its profit or reserve. Example: Microsoft pays quarterly dividends to its shareholders as a way to return a portion of the company's earnings.
Corporate Governance
The system of rules, practices, and processes by which a corporation is directed and controlled. Example: Corporate governance includes the various roles and responsibilities of the board of directors, management, and shareholders.
Publicly Held Company
A corporation whose shares are publicly traded on a stock exchange, where the general public can buy and sell them. Example: Apple Inc. with shares traded on the NASDAQ.
Initial Public Offering (IPO)
The process by which a private company offers its shares to the public for the first time. Example: Facebook's IPO in May 2012, when it became a publicly traded company.
Shareholders' Meeting
An official gathering of the shareholders of a company to discuss and vote on company business. Example: Apple's Annual General Meeting where shareholders vote on the election of directors and other important decisions.
Corporate Tax
Taxes imposed on the income or capital of corporations by government entities. Example: In the United States, the federal corporate tax rate is imposed on a company's taxable income.
Proxy Voting
The delegation of voting authority to a representative. In the context of corporations, shareholders often use proxy voting to exercise their rights in company decisions without attending the shareholders' meeting. Example: A shareholder votes through a mailed-in proxy ballot.
Articles of Incorporation
A document that establishes the existence of a corporation and includes basic elements of the corporation such as the name, type of corporation, stock structure, and purpose. Example: A startup files its articles of incorporation with the state to become a recognized corporation.
Derivative Lawsuit
A lawsuit brought by shareholders on behalf of the corporation against a third party, often the corporation's executives or directors. Example: If shareholders believe that the directors have breached their fiduciary duty, they may file a derivative suit.
Minority Shareholder
A shareholder who does not have the level of control over a company that a majority shareholder has, typically holding less than 50% of the company's shares. Example: Small investors often hold minority interests in large publicly traded companies.
Piercing the Corporate Veil
A legal decision to treat the rights or duties of a corporation as the rights or liabilities of its shareholders. Example: If a court finds a company was being used for fraudulent purposes, it might pierce the veil to hold the owners personally liable.
Fiduciary Duty
A legal obligation of one party to act in the best interest of another. In a corporate context, directors and officers owe this duty to the corporation and its shareholders. Example: A CEO must make decisions that are in the best interest of the company and its investors.
Private Corporation
A corporation owned by a relatively small number of shareholders that does not offer or trade its company stock to the general public on the stock exchange. Example: Dell Technologies after it went private in 2013.
Corporate Bylaws
A set of rules adopted by the corporation's board of directors after the corporation is formed. Example: Corporate bylaws may outline how meetings are conducted and how directors and officers are elected.
Majority Shareholder
An individual or entity that owns more than 50% of a company's shares, giving them a significant degree of control over company decisions. Example: Rupert Murdoch is a majority shareholder of 21st Century Fox through his family's trust.
Due Diligence
The investigation or exercise of care that a reasonable business or person is expected to take before entering into an agreement or contract with another party. Example: Prior to acquiring a company, the buying company will perform due diligence to assess the financial and operational state of the target.
Business Judgment Rule
A legal principle that protects corporate management from liability for honest mistakes made in judgment that are within the scope of their authority and duties as managers. Example: A CEO makes a poor investment decision that was reasonable at the time it was made; the CEO may be protected under this rule.
Securities Law
A body of federal and state law that regulates the sale and transfer of securities, such as stocks and bonds. Example: The Securities Exchange Act of 1934 regulates secondary trading of securities, helping to protect investors against fraud.
Shareholder Agreement
An agreement among the shareholders of a corporation detailing how the company should be operated and the shareholders' rights and obligations. Example: A shareholder agreement may specify how shares can be transferred and what happens in the event of a shareholder's death.
Vicarious Liability
The legal doctrine whereby a party can be held responsible for the actions of another based on their relationship. Example: A corporation may be held liable for the actions of its employees undertaken while they are on the job.
Hostile Takeover
A type of acquisition where the target company's management does not want the deal to go through. Example: Oracle's hostile takeover of PeopleSoft in 2005, which occurred against the wishes of PeopleSoft's Board.
Board of Directors
A group of individuals elected by shareholders to oversee the activities of a corporation. Example: The board of directors at Tesla, Inc. makes high-level decisions about the company's direction.
White Knight
A friendly investor or company that acquires a corporation at fair consideration when it is facing a hostile takeover bid from another party. Example: When Company A faces a hostile takeover from Company B, Company C may step in as a white knight offering a more favorable deal.
Corporate Personhood
The legal notion that a corporation, separately from its associated human beings (like owners, managers, or employees), has at least some of the legal rights and responsibilities that natural persons do. Example: A corporation can own property, enter contracts, and sue or be sued in its own name.
Shareholder
An individual, company, or institution that owns at least one share of a company's stock, known as equity. Example: Someone who buys 100 shares of Google becomes one of the shareholders of Alphabet Inc.
Equity Financing
Raising capital by selling shares of company stock. Example: A company going public through an Initial Public Offering (IPO) to raise money from public investors.
Mergers and Acquisitions
A general term that refers to the consolidation of companies or assets. Mergers involve the combination of two companies, while acquisitions involve one company taking over another. Example: Company A's acquisition of Company B, where Company A remains and Company B ceases to exist.
Golden Parachute
A substantial financial compensation package given to an executive if they are forced out of a company by takeover or merger. Example: The CEO of a company might receive a combination of cash, stock, and other benefits worth millions upon their exit after a merger.
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