Ch 15/16 - Corporate Law Flashcards

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1
Q

stakeholder

A

one who has an interest in corporation

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2
Q

share structure

A

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

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3
Q

widely held corporation

A

corporation whose shares are normally traded on a stock exchange

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4
Q

securities legislation

A

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

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5
Q

share structure

A

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

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6
Q

widely held corporation

A

corporation whose shares are normally traded on a stock exchange

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7
Q

securities legislation

A

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

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8
Q

closely held corporation

A

corporation that doesn’t sell its shares to the public

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9
Q

NUANS Report

A

document that shows the result of a search for business names

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10
Q

shelf company

A

a company that doesn’t engage in active business

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11
Q

articles of incorporation

A

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

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12
Q

incorporator

A

the person who sets the incorporation process in motion

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13
Q

bylaws

A

rules specifying the day to day operating procedures of a corporation

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14
Q

bond

A

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

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15
Q

debenture

A

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

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16
Q

conversion right

A

right to convert one type of security into another type

17
Q

prospectus

A

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

18
Q

insider trading

A

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

19
Q

insider

A

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

20
Q

tippee

A

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

21
Q

identification theory

A

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

22
Q

regulatory offence

A

an offense contrary to the public interest

23
Q

self-dealing contract

A

a contract in which a fiduciary has a conflict of interest

24
Q

corporate opportunity

A

a business opportunity in which the corporation has an interest

25
Q

indemnification

A

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

26
Q

lifting the corporate veil

A

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

27
Q

preferred share

A

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

28
Q

common share

A

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

29
Q

proxy

A

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

30
Q

pre-emptive right

A

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

31
Q

dissent and appraisal right

A

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

32
Q

derivative action

A

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

33
Q

oppression remedy

A

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

34
Q

shareholders’ agreement

A

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

35
Q

unanimous shareholders’ agreement (USA)

A

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

36
Q

winding up

A

process of dissolving a corporation