Module 5: Corporate Law Flashcards Preview

MOS 2275: Business Law > Module 5: Corporate Law > Flashcards

Flashcards in Module 5: Corporate Law Deck (15)
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identification theory

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


directing mind

an individual who exercises decision making authority in matters of corporate policy


regulatory offence

an offence contrary to the public interest


self-dealing contract

a contract in which a fiduciary has a conflict of interest i.e. luke the corporate director wants to buy from luke the individual



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 corp is not a separate legal entity from its shareholders


preferred share

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


common share

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



a 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

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


derivative action

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


oppression remedy

a statutory remedy available to shareholders and other stakeholders to protect their corporate interests ; most widely used in canada; applies when the actions or ommissions of the corp or its directors have oppressed or unfairly disregarded or prejudiced the interests of the shareholders ; avail when the reasonable expectations of the SH about mgmt conduct have not been met


shareholder's agreement

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


winding up

the process of dissolving a corporation