Ch 15/16 - Corporate Law Flashcards
stakeholder
one who has an interest in corporation
share structure
the shares that a corporation is permitted to issue by its constitution
widely held corporation
corporation whose shares are normally traded on a stock exchange
securities legislation
laws designed to regulate transactions involving shares and bonds of a corporation
share structure
the shares that a corporation is permitted to issue by its constitution
widely held corporation
corporation whose shares are normally traded on a stock exchange
securities legislation
laws designed to regulate transactions involving shares and bonds of a corporation
closely held corporation
corporation that doesn’t sell its shares to the public
NUANS Report
document that shows the result of a search for business names
shelf company
a company that doesn’t engage in active business
articles of incorporation
the document that defines the basic characteristics of corporations in incorporated in newfoundland, New Brunswick, Ontario, Manitoba, Saskatchewan, Alberta, and the federal jurisdiction
incorporator
the person who sets the incorporation process in motion
bylaws
rules specifying the day to day operating procedures of a corporation
bond
document evidencing a debt owed by the corporation , often used to refer to a secured debt
debenture
document evidencing a debt owed by the corporation, often used to refer to an unsecured debt
conversion right
right to convert one type of security into another type
prospectus
the document a corporation must publish when offering securities tot he public
insider trading
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
insider
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
tippee
person who acquires material information about an issuer of securities from an insider
identification theory
a theory specifying that a corporation is liable when the person committing the wrong is the corporation’s directing mind
regulatory offence
an offense contrary to the public interest
self-dealing contract
a contract in which a fiduciary has a conflict of interest
corporate opportunity
a business opportunity in which the corporation has an interest
indemnification
the corporate practice of paying the litigation expenses of officers and directors for lawsuits related to corporate affairs
lifting the corporate veil
determining that the corporation is not a separate legal entity from its shareholders
preferred share
share or stock that has a preference int he distribution of dividends and the proceeds on dissolution
common share
a share that generally has a right to vote, share in dividends, and share in proceeds on dissolution
proxy
person who is authorized to exercise a shareholder’s voting rights
pre-emptive right
a shareholder’s right to maintain a proportionate share of ownership by purchasing a proportionate share of any new stock issue
dissent and appraisal right
right of shareholders who dissent from certain fundamental changes tot he corporation to have their shares purchased by the corporation at a fair price
derivative action
suit by a shareholder on behalf of the corporation to enforce a corporate cause of action
oppression remedy
statutory remedy available to shareholders and other stakeholders to protect their corporate interests
shareholders’ agreement
an agreement that defines the relationship among people who have an ownership interest in a corporation
unanimous shareholders’ agreement (USA)
agreement among all shareholders that restricts the powers of the directors to manage the corporation
winding up
process of dissolving a corporation
