Ch 15/16 - Corporate Law

Question 1

stakeholder

Answer 1

one who has an interest in corporation

Question 2

share structure

Answer 2

the shares that a corporation is permitted to issue by its constitution

Question 3

widely held corporation

Answer 3

corporation whose shares are normally traded on a stock exchange

Question 4

securities legislation

Answer 4

laws designed to regulate transactions involving shares and bonds of a corporation

Question 5

share structure

Answer 5

the shares that a corporation is permitted to issue by its constitution

Question 6

widely held corporation

Answer 6

corporation whose shares are normally traded on a stock exchange

Question 7

securities legislation

Answer 7

laws designed to regulate transactions involving shares and bonds of a corporation

Question 8

closely held corporation

Answer 8

corporation that doesn’t sell its shares to the public

Question 9

NUANS Report

Answer 9

document that shows the result of a search for business names

Question 10

shelf company

Answer 10

a company that doesn’t engage in active business

Question 11

articles of incorporation

Answer 11

the document that defines the basic characteristics of corporations in incorporated in newfoundland, New Brunswick, Ontario, Manitoba, Saskatchewan, Alberta, and the federal jurisdiction

Question 12

incorporator

Answer 12

the person who sets the incorporation process in motion

Question 13

bylaws

Answer 13

rules specifying the day to day operating procedures of a corporation

Question 14

bond

Answer 14

document evidencing a debt owed by the corporation , often used to refer to a secured debt

Question 15

debenture

Answer 15

document evidencing a debt owed by the corporation, often used to refer to an unsecured debt

Question 16

conversion right

Answer 16

right to convert one type of security into another type

Question 17

prospectus

Answer 17

the document a corporation must publish when offering securities tot he public

Question 18

insider trading

Answer 18

transactions in securities of a corporation by or on behalf of an insider on the basis of relevant material information concerning the corporation that is not known the general public

Question 19

insider

Answer 19

person whose relationship with the issuer of securities is such that he is likely to have access to relevant material information concerning the issuer that is not known to the public

Question 20

tippee

Answer 20

person who acquires material information about an issuer of securities from an insider

Question 21

identification theory

Answer 21

a theory specifying that a corporation is liable when the person committing the wrong is the corporation’s directing mind

Question 22

regulatory offence

Answer 22

an offense contrary to the public interest

Question 23

self-dealing contract

Answer 23

a contract in which a fiduciary has a conflict of interest

Question 24

corporate opportunity

Answer 24

a business opportunity in which the corporation has an interest

Question 25

indemnification

Answer 25

the corporate practice of paying the litigation expenses of officers and directors for lawsuits related to corporate affairs

Question 26

lifting the corporate veil

Answer 26

determining that the corporation is not a separate legal entity from its shareholders

Question 27

preferred share

Answer 27

share or stock that has a preference int he distribution of dividends and the proceeds on dissolution

Question 28

common share

Answer 28

a share that generally has a right to vote, share in dividends, and share in proceeds on dissolution

Question 29

proxy

Answer 29

person who is authorized to exercise a shareholder's voting rights

Question 30

pre-emptive right

Answer 30

a shareholder's right to maintain a proportionate share of ownership by purchasing a proportionate share of any new stock issue

Question 31

dissent and appraisal right

Answer 31

right of shareholders who dissent from certain fundamental changes tot he corporation to have their shares purchased by the corporation at a fair price

Question 32

derivative action

Answer 32

suit by a shareholder on behalf of the corporation to enforce a corporate cause of action

Question 33

oppression remedy

Answer 33

statutory remedy available to shareholders and other stakeholders to protect their corporate interests

Question 34

shareholders' agreement

Answer 34

an agreement that defines the relationship among people who have an ownership interest in a corporation

Question 35

unanimous shareholders' agreement (USA)

Answer 35

agreement among all shareholders that restricts the powers of the directors to manage the corporation

Question 36

winding up

Answer 36

process of dissolving a corporation