Term
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Definition
| a business entity organized under stat law and entitled to the same rights as a person, distinct from its owners |
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Term
| Pierce the corporate veil |
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Definition
| a court act of imposing personal liability on corporate officers, directors, and stockholders for the corporation’s wrongful acts |
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Term
| Publicly held corporation |
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Definition
| a corporation with stock owned by the general public |
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Term
| Privately held corporation, or close corporation, or closely held corporation |
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Definition
| a corporation in which one person or a small group of people, frequently family members, own the stock and don not trade it in markets maintained by securities dealers or brokers |
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Term
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Definition
| a corporation formed in a state other than the state in which the corporation is doing business |
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Term
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Definition
| a corporation chartered in a country other than the country in which the corporation is doing business |
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Term
| Runaway corporation statute |
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Definition
| a state statute that applies to corporations doing business in the state that are incorporated in other states |
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Term
| Professional corporation (PC) |
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Definition
| a corporation formed under a statute that allows members of the same or associated professions to incorporate |
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Term
| Corporate charter, or articles of incorporation |
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Definition
| a document prepared during the formation of a corporation stating the corporation’s goals and objectives and that kind of business for which the corporation was organized |
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Term
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Definition
| an act of a corporation that exceeds its chartered powers |
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Term
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Definition
| a person who brings a corporation into being |
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Term
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Definition
| one who signs the formal incorporation application that is filed in the appropriate state office |
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Term
| Certificate of incorporation |
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Definition
| a state-issued certificate that in some states signifies corporate existence |
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Term
| De jure (in law) corporation |
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Definition
| a corporation formed in compliance with law |
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Term
| De facto (in fact) corporation |
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Definition
| a corporation formed in good faith and with a reasonable attempt to comply with the law, but failing to meet a minor requirement |
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Term
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Definition
| the first meeting of a corporate board of directors, held to elect corporate officers, adopt bylaws, and take other actions to start corporate operations |
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Term
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Definition
| a debt obligation issued by a corporation or government unit that promises to pay interest periodically at a stated rate and/or to pay the bond principal at a specified maturity date |
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Term
| Equity security, or stock |
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Definition
| a security used by a corporation to raise funds by granting stockholders an ownership share in the corporation |
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Term
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Definition
| an ownership interest in a corporation that gives stockowners certain rights and privileges, such as the right to vote on important corporate matters and receive dividends |
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Term
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Definition
| stock that is generally nonvoting but that has priority over common stock, usually regarding dividends and capital distribution if the corporation ends its existence |
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Term
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Definition
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Term
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Definition
| a corporation’s termination |
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Term
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Definition
| the total amount of capital contributed by stockholders to a corporation |
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Term
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Definition
| the difference between a stock’s purchase price and its par value |
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Term
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Definition
| a short term option to purchase corporate shares |
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Term
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Definition
| an option to purchase corporate shares evidenced by negotiable certificate (usually issued with preferred stock or bonds) that grants that hold the right to purchase a certain number of shares at a specified price on or before a specified date |
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Term
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Definition
| an option to purchase corporate shares, often used to provide deferred compensation for executives and permitting executives to acquire a certain number of shares, usually relative to status or salary, at a stated price on or before a specified date |
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Term
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Definition
| the right of an existing stockholder to purchase the proportion of a new issue of stock that the stockholder’s present holding bear to the total outstanding shares of the same class of stock |
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Term
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Definition
| a corporation’s repurchase of previously issued securities |
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Term
| Shareholder derivative suit |
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Definition
| a lawsuit filed on behalf of a corporation by stockholders against officers or directors for mismanagement |
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Term
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Definition
| an agent appointed to vote a stockholder’s share in the stockholder’s absence |
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Term
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Definition
| the cutoff date before a stockholder’s meeting for determining which stockholders are entitled to vote |
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Term
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Definition
| the proportion of outstanding shares of voting stock that must be represented at a stockholders’ meeting in person or by proxy |
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Term
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Definition
| a system for electing corporate directors whereby a stockholder can multiply his or her number of shares by the number of open directorships and cast the total for a single candidate or a select few candidates |
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Term
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Definition
| an agreement among stockholders to vote their shares in a certain way |
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Term
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Definition
| a stockholder’s civil lawsuit against a corporation |
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Term
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Definition
| a corporate officer that serves on the corporation’s board of directors |
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Term
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Definition
| a member of a corporation’s board of directors who is a corporate officer and who may not necessarily be connected with the corporation |
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Term
| Chief executive officer (CEO) |
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Definition
| the corporate officer to whom all other officers are subordinate |
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Term
| Chief operating officer (COO) |
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Definition
| the corporate officer responsible for the day to day running of a corporation |
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Term
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Definition
| the corporate officer who is or who has the powers of a chief executive officer, including the power to bind the corporation to any contract made in the corporation’s ordinary course of business |
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Term
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Definition
| the corporate officer whose implied authority derives from the related job function |
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Term
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Definition
| the corporate officer who receives and disburses corporate funds |
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Term
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Definition
| the corporate officer in charge of the company’s official records |
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Term
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Definition
| corporate directors who are shared among corporations |
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Term
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Definition
| material information about a corporation’s affairs that could, if made public, change the value of the corporation’s stock |
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Term
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Definition
| in the context of corporate law, a corporation’s right or duty to reimburse a director, an officer, or another employee for some or all of the expenses incurred in defending a lawsuit instituted or threatened against the person in his or her official capacity |
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Term
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Definition
| a portion of corporate profits paid to a stockholder |
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Term
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Definition
| a portion of corporate profits consisting of the corporation’s acquired shares of profits of another corporation |
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Term
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Definition
| a portion of corporate profits issued as additional shares |
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Term
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Definition
| a distribution of assets conducted during a reorganization of the corporation |
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Term
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Definition
| stockholders’ gain from profits on their stock |
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Term
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Definition
| a corporate stock issued as fully paid to a stockholder and subsequently reacquired by the corporation to use for business purposes |
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Term
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Definition
| the dividing of a corporation’s stock into multiple shares, reducing each share’s par value but increasing the number of shares each stockholder owns |
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Term
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Definition
| the joining of two or more corporations into a single corporation |
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Term
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Definition
| one corporation’s acquisition of another corporation’s outstanding shares in return for shares of the acquiring corporation. |
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Term
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Definition
| the assumption of control by one corporation over another |
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Term
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Definition
| an offer by an acquiring corporation to purchase shares directly from the other company’s stockholders |
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Term
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Definition
| a situation in which an entity’s current liabilities (as opposed to its total liabilities) exceed its current assets |
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Term
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Definition
| a law that enables a state’s citizens to sue in their own state courts people or entities that are not physically present in the state but that have had minimum contacts there |
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Term
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Definition
| the physical delivery of a complaint and summons to a defendant |
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Term
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Definition
| an association of two or more persons to carry on as co-owners of a business for profit |
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Term
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Definition
| an unincorporated association of two or more entities established to conduct a single transaction or a series of related transactions |
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Term
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Definition
| a law that permits service of process on a partnership by serving any one of the partners |
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Term
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Definition
| a partnership composed of one or more persons who control the business and who are personally liable for the partnership’s debts and of one or more persons who contribute capital and share profits but who cannot manage the business and are liable only for the amount of their contributions |
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Term
| Limited liability partnership |
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Definition
| a partnership limiting each partner’s personal liability for acts or omissions of other partners |
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Term
| Unincorporated association |
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Definition
| a voluntary association of individuals acting together under a common name to accomplish a lawful purpose |
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