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Legal English Terminology > Company Law > Flashcards

Company Law Flashcards

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Proverbs and Idioms flashcards
1
Q

adjudication order/bankruptcy order

A

the court declares someone bankrupt

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2
Q

administrative receiver

A

a qualified insolvency practioner who takes control of the assets

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3
Q

administrator

A

qualified insolvency practioner appointed by an administration order in an attempt to save the company, rather than wind it up

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4
Q

agent

A

can bind the company in contracts

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5
Q

alternative director

A

a person appointed by the director to act in his place

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6
Q

annual accounts

A

detailed record of the company’s financial situation; jaarrekening

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7
Q

annual general meeting (AGM)

A

annual meeting of shareholders (jaarlijkse ava)

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8
Q

application for registration

A

document in the UK system which must be registere in order to incorporate a company. It states the name, office and address, whether it is limited by shares and if it’s a public or private company. certain documents must accompany the application, such as a statement of capital and initial shareholding, a statement of the company’s proposed officers and a statement of compliance

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9
Q

articles of association

A

constitutional document which regulates the company’s affairs (statuten)

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10
Q

articles of incorporation

A

document filed in the US to incorporate a company.

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11
Q

articles/deed of partnership

A

written agreement setting out the structure of a partnership (not legally required)

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12
Q

assets

A

property owned by a person of company that has monetary value

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13
Q

auditor

A

accountant who audits the company for the annual accounts

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14
Q

authorised share capital

A

the amount of capital a company can raise by selling its shares. A company cannot issue more shares than is authorised by its constitution

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15
Q

bankruptcy

A

an individual is unable to pay his debts

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16
Q

board of directors

A

ultimate decision-making body of a company

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17
Q

bond

A

certificate issued by the government/public company, promising to repay borrowed money at a fixed interest rate and at a certain time. In the UK they’re called debenture if they’re secured

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18
Q

bylaws

A

US: statuten. do not have to be filed

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19
Q

called up share capital

A

the sum that shareholders already paid in return for shares

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20
Q

capital

A

the net worth of a company

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21
Q

certificate of incorporation

A

is issued on incorporation and contains information about the company

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22
Q

chairman

A

an appointed director who presides over meetings

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23
Q

charge

A

a charge on a property means that it is not free but it has a certain liability attached to it (pandrecht/hypotheek)

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24
Q

CIO (charitable incorporated organisation)

A

new UK legal structure for charities

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25
Q

class meeting

A

a class of shareholders meets to decide matters which affect their particular class of shares

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26
Q

class rights

A

rights attached to different classes of shares (eg voting rights)

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27
Q

close corporation

A

a US corporation consisting of a single person or very small group of persons, typically managed by stockholders themselves

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28
Q

company

A

UK: association of persons for the purpose of undertaking or business; legally incorporated and is a legal person
US: wide range of activities (‘onderneming’, ‘bedrijf’)

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29
Q

company constitution

A

in UK law this is governed by the articles of association

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30
Q

company secretary

A

in UK law, every public company must have a company secretary who is responsible for the administration of the company’s affairs

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31
Q

conflict of interest

A

director’s duty to avoid this. the interests of the company must prevail

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32
Q

contributory

A

someone who is liable to contribute to the assets of a company on a winding up

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33
Q

corporate governance

A

the way in which companies are directed and controlled

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34
Q

corporate veil

A

the legal recognition of the company’s independence from its owners (the shareholders)

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35
Q

corporation

A

UK: a incorporated legal body, often a large company. in the US it also means an association of shareholders

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36
Q

creditor

A

one to whom a debt is owed

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37
Q

crystallise

A

a floating charge crystallises/is triggered when a debtor is in default

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38
Q

debenture

A

a document acknowledging a debt for a capital sum that is to be repaid on a certain date, with interest payable at a fixed rate. In the UK this is often a secured loan; in the US it is an unsecured loan

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39
Q

debenture holder

A

is a creditor of the company

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40
Q

debenture stock

A

credit certificates issued in a similar way to an issue of a share

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41
Q

debenture trust/indenture

A

a deed setting out the terms of the loan

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42
Q

defunct

A

a company that has ceased to trade

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43
Q

derivative action

A

an action by minority shareholders sueing on behalf of the company

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44
Q

director

A

any person occupying this position, by whatever name called

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45
Q

director’s duties

A
  • duty to act within powers
  • duty to promote the success of the company
  • duty to exercise independent judgment
  • duty to exercise reasonable care, skill and judgment
  • duty to avoid conflicts of interest
  • duty to not accept benefits from third parties
  • duty to declare interests in transactions
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46
Q

disclosure

A

to reveal information about an act or transaction. Companies must disclose certain information about their consitution and financial situation, directors must declare personal interests in transactions

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47
Q

disqualification order

A

order by which a person is not allowed to act as a company director on the grounds of

  • conviction for an indictable offence
  • breaches of company law
  • fraud
  • unfitness to manage a company (in the case of insolvency)
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48
Q

dissolution

A

bringing business to an end

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49
Q

dividend

A

sum paid to shareholders by a company when in profit

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50
Q

duty of care

A

US: business judgment rule. A director must not be negligent but cannot be held liable for mere errors of judgment, when he makes an informed decision after a reasonable investigation

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51
Q

duty of loyalty

A

US term: director’s fiduciary duties

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52
Q

enlightened shareholder value

A

UK principle: taking into account all the stakeholders, such as employees, the environment, suppliers and customers, etc

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53
Q

event of default

A

an event either specified by statute or specified in a debenture document, that means a charge on property secured by the debenture is activated

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54
Q

executive director

A

full time officer employed by the company as a manager

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55
Q

extraordinary general meeting

A

where shareholders vote on special business if required

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56
Q

fiduciary duties

A

US term. a director must exercise his powers for the benefit of the company and not for his own. he owes a general duty of trust, honesty and integrity towards the company

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57
Q

filing

A

US: documents are filed rather than registered

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58
Q

firm

A

UK: partnerships (never a company)
US: synonym for company (as a broad term)

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59
Q

fixed charge

A

a charge on a particular asset or property

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60
Q

fixed interest securities

A

such as a bond

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61
Q

floating charge

A

US may also call this a floating lien. This is a charge attached to a class of assets, which in the ordinary course of a company’s business would be changing from time to time. The company doesn’t need the holder’s permission to deal with these assets. The charge is triggered/crystallised by an event

62
Q

flotation/IPO

A

initial public offering of shares for the first time, in an offer document called a prospectus

63
Q

fraudulent trading

A

a person continued trading even though he knew the company could not pay its debts and the business is carried on with the intent to defraud creditors. a dishonest intent on the part of that person must be proved

64
Q

group accounts

A

in a parent/subsidiary relationship; geconsolideerde jaarrekening

65
Q

hire purchase agreement

A

a form of credit agreement where the payment is in instalments

66
Q

holding company

A

this company mainly holds shares or securities in one or more subsidiaries

67
Q

incorporation

A

the creation of a legal person

68
Q

insider dealing/trading

A

using confidential information about a company in order to buy or sell its securities at a profit

69
Q

insolvency practitioner

A

someone qualified to conduct the affairs of companies that are in default or insolvent

70
Q

insolvent

A

a company cannot pay its debts

71
Q

issued capital

A

the part of a company’s authorised share capital that has actually been issued to the shareholders

72
Q

lien

A

a charge upon the property of another until the debts associated with that property have been paid off

73
Q

lifting the veil

A

the company is no longer treated as a separate legal entity

74
Q

limited liability company

A

UK: registered company where the shareholders’ liability in the event of a winding up is limited to any amount that has not yet been paid for their shares.

75
Q

limited liability partnership

A

a separate legal entity with limited liability and the structure of a partnership

76
Q

limited partnership

A

has a distinction between general partners and limited partners. Limited partners have no active function but have invested in the company, and cannot be held personally liable for the debts of the partnership beyond the capital they have invested already (stille vennoot in commanditaire vennootschap)

77
Q

liquidation

A

company is brought to an end

78
Q

liquidator

A

one appointed to supervise the winding up of a company. A receiver may become the provisional liquidator until a permanent liquidator is installed

79
Q

listed/quoted company

A

listed on the stock exchange

80
Q

listing particulars

A

document offering shares or debentures to the public where the company is listed already

81
Q

loan capital

A

capital that has been obtained on credit

82
Q

majority shareholder

A

one who holds sufficient shares to influence the decision-making

83
Q

members

A

the members of a company are called the shareholders

84
Q

membership contract

A

special contract which binds the company to the members and regulates the relationship between the members

85
Q

memorandum of association

A

legal documents which records the fact of incorporation

86
Q

minority action

A

an action brought by a (small number of) minority shareholder(s)

87
Q

minority shareholder

A

doesn’t hold sufficient shares to influence decisions

88
Q

minutes

A

official written record of meetings (notulen)

89
Q

moratorium

A

a suspension of payments (surseance van betaling)

90
Q

negative pledge clause

A

prohibits the company from using any assets as security in the future if that would be disadvantageous to the existing debenture holder’s security

91
Q

negotiable

A

a document, such as shares and debentures, may be transferred to another

92
Q

nominal value

A

the fixed face value of a share rather than its market value.

93
Q

non-executive director

A

not a salaried employee, not actively involved in daily management

94
Q

novation

A

a new party to a contract is substituted for an original party with the agreement of the remaining party (contractsovername)

95
Q

objects clause

A

statutair doel

96
Q

officer

A

one invested with authority for a particular position

97
Q

official receiver

A

a government official appointed by the court to act as an interim receiver or a provisional receiver

98
Q

order of priority

A

the liquidator must pay creditors according to a list of priorities

99
Q

ordinary course of business

A

a partnership will be bound by contracts entered into by an individual partner if covering the usual type of business conducted by the firm

100
Q

ordinary resolution

A

a simple majority vote by shareholders

101
Q

ordinary share/equity share

A

holders of these are entitled to dividend depending on how well the company is doing, and can vote in general meetings

102
Q

owners

A

shareholders

103
Q

partnership

A

the relationship between persons carrying on a business in common with a view to profit. Not a separate legal person.

104
Q

partnership property

A

property that is jointly owned by the partners

105
Q

personal liability

A

an individual is held liable for the debts of the business

106
Q

petition

A

certain actions are commenced by petition, for example, a winding up petition is presented to the court

107
Q

pre-emption rights

A

the right to purchase (shares) before others

108
Q

preference share

A

a share that pays a dividend at a fixed rate, before ordinary shareholders are paid

109
Q

preferential creditor

A

paid out before others in a winding up

110
Q

pre-incorporation contract

A

a person enters into a contract on behalf of a company which has not yet been formed

111
Q

premium

A

shares that are issued above their nominal value, the whole of the premium is placed in a share premium account

112
Q

private company

A

a company that may not offer its shares and debentures to the public

113
Q

promoter

A

person who organises setting up a new company

114
Q

prospectus

A

document in which shares or debentures are offered to the public for the first time

115
Q

proxy

A

a person appointed by a shareholder to vote in his place

116
Q

public company

A

company must have a minimum subscribed share capital and may offer shares and debentures to the public. US: publicly held corporation

117
Q

quasi loans

A

the company pays a sum to another on behalf of a director but the director repays the company

118
Q

ratify

A

to approve officially

119
Q

receiver

A

when the company has failed to repay a debt, a receiver will take control of the property in question. He cannot wind up a company (goed wordt geveild)

120
Q

register

A

to be noted on an official list

121
Q

Registrar

A

the Registrar of Companies keeps an official record of all incorporated businesses

122
Q

relief

A

a remedy or assistance provided by the court

123
Q

reserve capital

A

a part of the uncalled share capital set aside as a fund for paying unsecured creditors, should the company be wound up

124
Q

resolution

A

a formal proposal

125
Q

retention of title clause (Romalpa clause)

A

the seller remains the legal owner of the goods until the buyer has paid in full

126
Q

self-dealing rule

A

if a director has an interest in a contract between the company and a third party he must disclose this to the company

127
Q

shadow director

A

one who controls the other director even if he is not a director himself. He can be liable as a director in certain circumstances

128
Q

share capital

A

the total amount which a company’s shareholders have contributed as payment for their shares

129
Q

shareholder

A

one who holds shares; also called member, owner or stockholder

130
Q

shares

A

interest held by a shareholder in a company, measured by a sum of money for the purposes of liability and dividend.

131
Q

sole proprietorship

A

US term for sole trader

132
Q

sole trader

A

zzp’er, unincorporated one-man business

133
Q

special resolution

A

a company resolution which is only valid if 75% of the votes approve

134
Q

stock

A

a member’s holding expressed in money rather than the number of shares held

135
Q

stockholders

A

US: shareholders are often called stockholders

136
Q

subscriber shares

A

the first shares issued when a new company is formed

137
Q

subsidiary

A

held by a holding company (dochtervennootschap).

138
Q

substantial non-cash asset

A

a wide range of property, tangible or intangible. Substantial refers to a value exceeding a certain percentage of the company’s net assets

139
Q

supervisory board

A

RvC. US and UK don’t have a two-tier board, in NL it’s optional

140
Q

trading certificate

A

once registered, a public limited company has to wait on this certificate in order to start business

141
Q

trustee in bankruptcy

A

this trustee manages the assets of a bankrupt and pays off the creditors according to their property

142
Q

ultra vires

A

acting in a way which exceeds legal powers or authority

143
Q

uncalled share capital

A

the unpaid capital for shares if the shareholders did not pay for them in full

144
Q

underwriter

A

a person or institution who takes up shares or debentures not taken up by the public

145
Q

undischarged bankrupt

A

a person subject to a bankruptcy order that is still in force

146
Q

unincorporated

A

the business is not a separate legal person

147
Q

unissued share capital

A

the difference between the nominal value of a company’s authorised share capital and the nominal value of the issued share capital, minus any amounts of issued capital that have not been called up

148
Q

unsecured trade creditor

A

a category of general creditors without security that come last at a winding up

149
Q

voluntary arrangement

A

rather than a winding up, a company can make a voluntary arrangement with its creditors for repayment, if supervised by a qualified insolvency practitioner

150
Q

winding up

A

a company is dissolved in this process. It can be compulsory (court order) or voluntary (members’ winding up or creditors’ winding up)

151
Q

written resolution

A

no need for a meeting, it is passed when the required majority of shareholders has signed the document

152
Q

wrongful trading

A

a person went on trading even though he knew the company could not have paid its debts -> negligence

Legal English Terminology (5 decks)

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