Dictionary

 

Company Law

Company law is the field of law concerning companies and other business organizations. This includes corporations, partnerships and other associations which usually carry on some form of economic or charitable activity. The most prominent kind of company, usually referred to as a "corporation", is a "juristic person", i.e. it has separate legal personality, and those who invest money into the business have limited liability for any losses the company makes, governed by corporate law. The largest companies are usually publicly listed on stock exchanges around the world. Even single individuals, also known as sole traders may incorporate themselves and limit their liability in order to carry on a business. All different forms of companies depend on the particular law of the particular country in which they reside

Keywords

Accardi Doctrine

An agency must abide by its own regulations

Ad Hoc

Limited in time;

To this point

Amalgamation

The merging of two things together to form one, such as the amalgamation of different companies to form a single company

Anti-trust

Prohibited trade, marketplace or merchant activities as defined in a relevant anti-trust or such other restraint of trade statute

Arm's Length

A transaction or relationship where there is an absence of control the one over the other

Association

A form of organizational structure which is institutionally operated on a cost recovery basis, for which incorporation is extended by the government or, in some jurisdictions, as an unincorporated association of individuals, for a set of purposes set out in statute such as religious, scientific, social, literary, educational, recreational or benevolent purposes, and generally operated as nearly as possible at cost

Auditor

A private person who examine, inspects or verifies the accounts of another

Bank

A corporation empowered to deal with cash, domestic and foreign, and to receive the deposits of money and to loan those monies to third-parties

Board of Directors

The group of most senior managers, operators and administrators of a corporation or association

Call for Tenders

A property owner's invitation, sometimes at large, sometimes to a select group, for bids to complete a particular project

Cartel

An agreement between two or more merchants to create or control a monopoly, to lessen or prevent competition

Check or Cheque

A form of bill of exchange where the order to pay is given to a bank which is holding the payer’s money

Committee

A term of parliamentary law which refers to a body of one or more persons appointed by a larger assembly or society, to consider, investigate and/or take action on certain specific matters

Common Share

The basic share in a corporation

Company

A legal entity, allowed by legislation, which permits a group of people, as shareholders, to apply to the government for an independent organization to be created, which can then focus on pursuing set objectives, and empowered with legal rights which are usually only reserved for individuals, such as to sue and be sued, own property, hire employees or loan and borrow money

Competitive Injury

A price difference designed to harm competition

Conflict of Interest

A personal interest that conflicts with a public or fiduciary interest

Consolidation

The union of two or more corporations into one corporate body after which the constituent corporations cease to exist

Corporate Secretary

Officer of a corporation responsible for the official documents of the corporation such as the official seal, records of shares issued, and minutes of all board or committee meetings

Corporation

A legal entity, created under the authority of a statute, which permits a group of people, as shareholders, to apply to the government for an independent organization to be created, which then pursues set objectives, and is empowered with legal rights usually only reserved for individuals, such as to sue and be sued, own property, hire employees or loan and borrow money

Custom

The consensual regulation of human conduct and commerce by the community itself

Deceptive Trade Practice

An intentional act or omission in the course of trade or commerce that has the tendency or capacity to mislead or create the likelihood of deception

Derivative Action

A class action brought for a wrong done to a corporation

Director

Senior manager(s) selected by shareholders to manage a corporation

Dividend

A proportionate distribution of profits made in the form of a money payment to shareholders, by a for-profit corporation. Dividends are declared by a company's board of directors

Double Escrow

The secret use of escrow funds with those of another escrow fund, for the purposes of financial gain by the holder of the escrow funds, and without the knowledge of the owners of the two funds

Dragnet Clause

A clause in a credit agreement which purports to secure future liabilities

Drawee

The bank which has the drawer's checking account from which a check is to be paid

Drawer

The person who signs a check to his or her bank ordering the latter to pay the face amount of the check to the payee

Due Diligence

Reasonable verifications and precautions taken to identify or prevent foreseeable risks

Duty of Care

An obligation to conform to a certain standard of conduct for the protection of another against an unreasonable risk of harm

Franchise

A licensing contract in which a holder of certain legal rights gives another to sell or package those rights

Franchisee

The person who receives, for consideration, the license to right to sell a product or service and to operate a business along the lines developed by the franchisor and using the franchisor's trade name or other designation

Franchisor

The legal rights holder who licenses, in whole or in part, those legal rights to another pursuant to a franchise agreement

Functus Officio

Latin: an officer or agency whose mandate has expired either because of the arrival of an expiry date or because an agency has accomplished the purpose for which it was created

Guarantor

A person who pledges payment or performance of a contract of another, but separately, as part of an independently contract with the obligee of the original contract

Harassment

Unsolicited words or conduct which tends to annoy, alarm or abuse another person

Insider Trading

Participation by corporate officers, directors or employees in the trade of a stock based on confidential or privileged corporate information, knowing that information to be confidential, and seeking thereby to acquire profits or avoid losses on the stock market

Law Merchant

International commercial law; the law as it relates to merchant

Lifting the Corporate Veil

Disregarding the general rule a corporation is a legal entity distinct from its shareholders by regarding the company as a mere agent or puppet of a controlling shareholder or parent corporation

Merchant

A person engaged in the making, buying or selling of goods or services

Merchantable Quality

A product which is undamaged and usable and of sufficient quality to merit purchase at the requested price by a reasonable buyer

Merger

The absorption of one corporation by another

Misleading Advertising

Materially false or misleading representations concerning a product or service

Money Laundering

The conversion or transfer of money obtained by crime for the purposes of frustrating law enforcement

Monopoly

A commercial advantage enjoyed by only one or a select few companies in which only those companies can trade in a certain area

Moratorium

The temporary suspension of legal action against a person

Motion

A proposal made to a Court or at a meeting and intended to be considered and decided upon

Nerve Center Test

A judicial analysis used to determine a corporation's real place of business where activities are decentralized; the focus is locating where the corporation's overall policy originates

Officer

A management-level employee of a corporation entrusted with discretion in the exercise of some portion of corporate powers

Oligopoly

A market condition that results when there are but a few sellers

Person

An entity recognized by the law as separate and independent, with legal rights and existence including the ability to sue and be sued, to sign contracts, to receive gifts, to appear in court either by themselves or by lawyer and, generally, other powers incidental to the full expression of the entity in law

Piercing the Corporate Veil

To hold a corporate entity liable for the acts of a separate, related entity

Place of Operations Test

A judicial analysis used to determine a corporation's real place of business which prioritizes the venue of corporate activities

Preferred Shares

A share in a company that has some kind of special right or privilege attached to it, such as that it is distinguished from the company’s common shares

President

The appointed or elected head of a group of individuals, such as of a company or of a state

Pro Socio

On behalf of a partnership

Quorum

The minimum number of voting members that must be in attendance at a meeting of an organization for that meeting to be regularly constituted

Ratification

The act by a principal, after the agent has acted, confirming that what the agent may have done without authority, is binding on the principal

Share

A portion of a for-profit corporation bought by cash

Shareholder

Persons who own a share(s) of a for-profit corporation

Shareholder agreement

A contract between the shareholders of the company and the company itself, in which certain things which would otherwise be the purview of the board of director’s are predetermined

Society

A group of people formed as a separate organization and which has as a stated purpose some charitable or benevolent purpose either in regards to the public at-large or in regards to the common interests of the members, and which operates as nearly as possible at cost

Standard

The technical or performance specifications in regards to a product

Storm Warning

Data available to an ordinary investor that would give rise to a suspicion of fraud

Subsidiary

A corporation subordinate to a dominant company which is able, through share ownership, to exert influence or control over its affairs.

Successor

A person who takes over the rights of another

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